Common use of Non-Contravention Clause in Contracts

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with result in a breach of any of the terms and provisions of, or constitute a violation ofdefault under: (1) the Company’s or any of its subsidiaries charter, bylaws or default other organizational documents, as the case may be; (with or without the giving of notice or the passage of time or both) under, (Aii) any material bond, debenture, note or other evidence of indebtedness, or under any material leasestatute, indenture, mortgage, deed of trust, loan voting trust agreement, joint venture note, lease or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it the Company, any subsidiary or any of its Subsidiaries or their respective properties are is bound, ; (Biii) the charter, by-laws any rule or regulation or order of any court or other organizational documents of governmental agency or body with jurisdiction over the Company Company, any subsidiary or any Subsidiaryof their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (C) any lawas defined below); and no consent, administrative regulationapproval, ordinance authorization or order of any court or governmental agency, arbitration panel agency or authority applicable to body has been or is required for the Company performance of this Agreement or any Subsidiary or their respective properties, or (ii) result in for the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any consummation of the material properties transactions contemplated herein except as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or assets as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Company Shares or any Subsidiary or an acceleration under the laws of indebtedness pursuant to any obligation, agreement or condition contained states in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party of its subsidiaries may own real properties in connection with its qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any of them is bound event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to which any of be, materially adverse to (A) the property condition, financial or assets otherwise, earnings, business, affairs or prospects of the Company or any Subsidiary is subject. No consent, approval, authorization or other order ofand its subsidiaries considered as a whole, or registration, qualification (B) the ability of the Company to perform its obligations under this Agreement or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange the validity or market, or other governmental body in the United States is required for the execution and delivery enforceability of this Agreement, Agreement or the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsShares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectdisclosed in the Prospectus, the execution execution, delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement by the Transaction Entities and the consummation of the transactions contemplated hereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under “Use of Proceeds”) do not and will not (i) conflict with or constitute a violation of, or default (whether with or without the giving of notice or the passage of time or both) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancelation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever a lien upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentof its subsidiaries pursuant to, approval(i) any statute, authorization any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any such subsidiary or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments or (iii) the charters, by-laws or other order oforganizational documents, as applicable, of the Company or registrationany such subsidiary, qualification except for such conflicts, breaches, violations or filing withdefaults that (with respect to subclauses (i) and (ii) above) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As used herein, “Repayment Event” means any regulatory bodyevent or condition which, administrative agency, self-regulatory organization, stock exchange or market, without regard to compliance with any notice or other governmental body in procedural requirements, gives the United States is required for holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the execution and delivery right to require the repurchase, redemption or repayment of this Agreementall or a portion of such indebtedness by the Company, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been Operating Partnership or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawssubsidiary.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Agreements, the issuance issuance, sale and sale delivery of the Shares and Securities to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of its obligations under the terms of this Agreement and Transaction Agreements and/or the consummation of the transactions contemplated hereby thereby will not (ia) conflict with with, result in the breach or constitute a violation of, or default constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it or any of its Subsidiaries properties may be bound or their respective properties are boundaffected, (Bii) the charterCompany’s Restated Certificate of Incorporation, by-laws as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or other organizational documents of the Company or equivalent document with respect to any Subsidiarysubsidiary, as amended and as in effect on the date hereof, or (Ciii) any statute or law, administrative judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary if its subsidiaries is a party or by which the Company or any of them its subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentFor purposes of this Section 3.6, approvalthe term “material” shall apply to agreements, authorization understandings, instruments, contracts or other order proposed transactions to which the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementpayments to, the valid issuance and sale Company in excess of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws$100,000 in a consecutive 12-month period.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except in cases not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the other documents contemplated by this Agreement and the consummation by the Company of the issuance of the Preferred Shares and the Warrants as contemplated by this Agreement, and the other transactions contemplated hereby by this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants and the Transfer Agent Agreement do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or bothboth (i) result in any violation of any terms of the Articles of Incorporation, as amended, or By-laws of the Company or the Subsidiary, (ii) conflict with or result in a breach by the Company or the Subsidiary of any of the terms or provisions of, or constitute a default under, (A) or result in the modification, amendment, termination or cancellation of, result in the acceleration of any material bond, debenture, note obligation of the Company or other evidence of indebtednessthe Subsidiary under, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance upon any of the properties or assets of the Company or the Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any the Subsidiary is a party or by which it the Company or the Subsidiary or any of its Subsidiaries or their respective properties are boundor assets is bound or affected, except for such matters as to which consents have been obtained, (Biii) the charterviolate or contravene any applicable law, by-laws rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other organizational documents governmental body having jurisdiction over the Company or the Subsidiary or any of their respective properties or assets or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or the Subsidiary to own or lease and operate any of their respective properties or to conduct any of their respective businesses or the ability of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable the Subsidiary to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsmake use thereof.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective assets or properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any foreign jurisdiction or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the February Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the February Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither the execution and delivery Company nor any of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not its subsidiaries is (i) conflict with in violation of its charter, bylaws, partnership agreement or constitute a violation oflimited liability company agreement, as applicable, or (ii) in default (with in the performance or without the giving observance of notice or the passage of time or both) under, (A) any material bondobligation, debentureagreement, note covenant or other evidence of indebtedness, or under condition contained in any material leasecontract, indenture, mortgage, deed of trust, loan agreement, joint venture note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which it or any of its Subsidiaries or their respective properties are them may be bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject except in the case of clause (ii) for any violation or default which, individually or in the aggregate, would not have a Material Adverse Effect; and the execution, delivery and performance by the Company and each of the Subsidiary is subject. No consentGuarantors of the Indenture, approvalthe Notes and the Subsidiary Guarantees and the consummation of the transactions contemplated herein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, authorization limited liability company or other order partnership action, as applicable, and will not conflict with or constitute a breach of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or marketdefault under, or other governmental body result in the United States is required for the execution and delivery creation or imposition of this Agreement(other than as expressly contemplated thereby) any lien, the valid issuance and sale of the Shares and Warrant pursuant to this Agreementcharge or encumbrance (in each case, other than such as have been Permitted Liens) upon any property or will assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be made bound, or obtained prior to which any of the Closing Dateproperty or assets of the Company or any of its subsidiaries is subject, and except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any securities filings required to be made under federal violation of (i) the provisions of the charter, bylaws, partnership agreement or state securities lawslimited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would not have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Securities and the consummation of the transactions contemplated hereby Transactions will not (iassuming the approval of the designation, issuance and sale of the Series C Preferred Stock by the holders of the Series A and B Preferred Stock) (a) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundContracts, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) to its knowledge, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its Subsidiaries or their respective properties, except as to (i), (ii) and (iii) above those conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect, or (iib) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any material obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of material indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementPurchased Securities, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, and except where any failure to make or obtain any of the foregoing would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the issuance of the Conversion Shares upon conversion of the Shares, the issuance of the Warrants and the issuance of the Warrant Shares upon exercise of the Warrants, the fulfillment of the terms of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, the issuance of the Conversion Shares upon conversion of the Shares, the issuance of the Warrants and the issuance of the Warrant Shares upon exercise of the Warrants, and the performance by the Company of its other obligations hereunder and thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or, except for Delaware General Corporate Law Section 203, the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Agreements, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Prior Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Prior Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Common Shares (as defined herein), the Warrants and the Warrant under this AgreementShares (as defined herein) pursuant to the Transaction Documents, the fulfillment performance by the Company of its obligations under the terms of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or their respective properties are boundto which any of the property or assets of the Company or any of its Subsidiaries may be subject, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary is of its Subsidiaries may be subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents and the valid issuance and sale of the Units in the Offering and the Common Shares, the Warrants and the Warrant Shares and Warrant pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior obtained. The Units in the Offering, the Common Shares, the Warrants and the Warrant Shares and the shares of Common Stock sold by the Selling Stockholder in the Offering are collectively referred to herein as the Closing Date, and except for any securities filings required to be made under federal or state securities laws“Securities”).

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents by the Company, the issuance and sale of the Shares and to be sold by the Warrant Company under this Subscription Agreement, the fulfillment of the terms of this the Subscription Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any material law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective its properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents by the Company and the valid issuance and sale of the Shares and Warrant to be sold by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement or the valid issuance and sale of the Shares and Warrant Securities pursuant to this Agreement, other than except such as (a) have been or will be obtained or made under the Securities Act or obtained prior the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) the filing of any requisite notices and/or application(s) to the Closing DateNasdaq Capital Market for the issuance and sale of the Securities and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and except for manner required thereby, or (c) may be required under the securities, or blue sky, laws of any securities filings required state jurisdiction in connection with the offer and sale of the Securities by the Company in the manner contemplated herein or such that the failure of which to be made under federal or state securities lawsobtain would not have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the (a) The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement do not, and (assuming that the Merger will be consummated in accordance with Section 251(h)) the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement will not (i) not, conflict with with, or constitute a result in any violation or breach of, or default (with or without the giving of notice or the passage lapse of time or both) under, or give rise to a right of (Aor result in) termination, cancellation or acceleration of any material bond, debenture, note obligation or other evidence of indebtednessto any obligation to make an offer to purchase or redeem any Indebtedness or capital stock under, or under any material lease, indenture, mortgage, deed to the loss of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiarybenefit under, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever Lien upon any of the material properties properties, rights or assets of the Company or any Subsidiary of its Subsidiaries under, or an acceleration require any consent, waiver or approval of indebtedness any person pursuant to, any provision of (i) the Company Certificate of Incorporation, the Company Bylaws or the comparable organizational documents of any of the Company’s Subsidiaries, or (ii) subject to the filings and other matters referred to in Section 4.05(b), (A) any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound their respective properties, rights or to which assets are bound, (B) any supranational, federal, foreign, national, state, provincial or local statute, law (including common law), constitution, resolution, code, edict, decree, directive, ruling, ordinance, rule or regulation issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (or under the authority of the New York Stock Exchange) (any of the property foregoing, a “Law”) or assets any judgment, order or decree of any Governmental Authority (any of the foregoing, a “Judgment”), in each case applicable to the Company or any of its Subsidiaries or any of their respective properties, rights or assets, or (C) any Governmental Authorizations of the Company or any Subsidiary is subject. of its Subsidiaries, other than, in the case of this clause (ii), in each case, any such conflicts, violations, breaches, defaults, rights, obligations, losses or Liens, or any such consent, waiver or approval the failure of which to be obtained, would not have, individually or in the aggregate, a Material Adverse Effect. (b) No consent, approval, order, license, permit, franchise, variance, exemption, declaration, registration, clearance, waiver, consent or authorization or other order of, action or nonaction by, registration, qualification declaration or filing withwith (collectively, the “Governmental Authorizations”), or notice to, any supranational, federal, national, state, provincial or local, whether domestic or foreign, government, any court of competent jurisdiction or any administrative, regulatory body, administrative agency, self-regulatory organization, (including any stock exchange or market, exchange) or other governmental body in the United States agency, commission, instrumentality or authority (each, a “Governmental Authority”) is required for to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this AgreementAgreement by the Company or the consummation by the Company of the Offer, the valid issuance and sale of Merger or the Shares and Warrant pursuant to other transactions contemplated by this Agreement, other than such except for (i) the filing of a premerger notification and report form by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as have been or will be made or obtained prior to amended (the Closing Date“HSR Act”), and except for the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any securities competition, merger control, antitrust or similar Law of any non-U.S. jurisdiction (collectively, the “Foreign Merger Control Laws”), (ii) the filing with the SEC of (A) the Schedule 14D-9 and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (D) any filings or notices required under the rules and regulations of the New York Stock Exchange, and (E) such other Governmental Authorizations and notices the failure of which to be obtained or made under federal would not have, individually or state securities lawsin the aggregate, a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Prior Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Prior Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, (a) None of the execution and delivery of this Agreement, the issuance Company’s issue and sale of the Shares and the Warrant under this AgreementShares, the fulfillment execution or delivery of the terms of this Agreement Transaction Documents, its performance hereunder and the thereunder or its consummation of the transactions contemplated hereby herein and therein conflicts or will not (i) conflict with or constitute a results or will result in any breach or violation of any of the terms or provisions of, or constitutes or will constitute a default (with under, or without the giving results or will result in a right of notice acceleration of performance or the passage creation or imposition of time any lien, charge, claim, encumbrance, pledge, security interest, defect or both) underother restriction or equity of any kind whatsoever upon any property or assets of the Company or any of the Subsidiaries pursuant to the terms of, (A) the certificate of incorporation or by-laws of the Company or any material bondof the Subsidiaries, debenture(B) any license, note or other evidence of indebtedness, or under any material leasecontract, indenture, mortgage, deed of trust, loan voting trust agreement, joint venture stockholders’ agreement, note, loan or credit agreement or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which it or any of Subsidiary is or may be bound or to which its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents any of the Company Subsidiaries’ properties or assets is or may be subject, or any Subsidiaryindebtedness, or (C) any lawstatute, administrative regulationjudgment, ordinance decree, order, rule or order of any court or governmental agency, arbitration panel or authority regulation directly applicable to the Company or any Subsidiary or their respective properties, or (ii) result in of the creation or imposition Subsidiaries of any lienarbitrator, encumbrancecourt, claimregulatory body or administrative agency or other governmental agency or body, security interest or restriction whatsoever upon any of the material properties or assets of having jurisdiction over the Company or any Subsidiary of the Subsidiaries or an acceleration any of indebtedness pursuant their respective activities or properties, which, with respect to the foregoing clauses (B) and (C) only, breach, violation or default would have a Material Adverse Effect. (b) Neither the Company nor any of the Subsidiaries (A) is in violation of its certificate of incorporation or by-laws, (B) is in default in the performance of any obligation, agreement or condition contained in any material bondlicense, debenturecontract, note or any other evidence of indebtedness or any material indenture, mortgage, installment sale agreement, lease, deed of trust, voting trust agreement, stockholders’ agreement, note, loan or any credit agreement, purchase order, agreement or instrument evidencing an obligation for borrowed money or other material agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or any of them is the Subsidiaries may be bound or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject or affected or (C) is in violation in any respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject. No consent, approvalexcept any violation or default under the foregoing clauses (B) or (C) as would not have a Material Adverse Effect. (c) Except as disclosed in Schedule 3.33 to this Agreement, authorization none of: (A) the execution, delivery or other order ofperformance of the CD&L Purchase Agreements, (B) the consummation of the transactions contemplated therein or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for (C) the execution and delivery of this Agreement, the valid issuance and sale Merger Agreement conflicts or will conflict with or results or will result in any breach or violation of any of the Shares and Warrant terms or provisions of, or constitutes or will constitute a default under, or results or will result in a right of acceleration of performance or the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon any property or assets of CD&L, Inc. pursuant to this Agreementthe terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or other than such as have been agreement or will instrument pertaining to indebtedness of CD&L, Inc. or any of its subsidiaries to which CD&L, Inc. or any of its subsidiaries is a party or by which CD&L, Inc. or any of its subsidiaries is or may be made bound or obtained prior to the Closing Date, and except for which CD&L Inc. or any securities filings required to of its subsidiaries’ properties or assets is or may be made under federal or state securities lawssubject.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, ----------------- the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares Agreement and the Warrant under this AgreementRelated Documents by the Company and its Subsidiaries do not, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) not, violate, conflict with with, or result in a breach of any provision of, or constitute a violation default (with notice or lapse of time) under, or result in the termination or modification of, or default (with accelerate the performance required by, or without the giving result in a right of notice termination, cancellation, or acceleration of any obligation or the passage loss of time or both) a benefit under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever Lien upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration any of indebtedness its Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company, its Subsidiaries and Joint Ventures) pursuant to any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Company, subject to Section 4.4(b)(i) of the Company Disclosure Schedule, any of its Subsidiaries or any of its Joint Ventures, (ii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its Subsidiaries or any of its Joint Ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b)(iii) of the Company Disclosure Schedule (the "Company Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or other instrument, obligation, agreement or condition contained in other Contract of any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument kind to which the Company Company, any of its Subsidiaries or any Subsidiary of its Joint Ventures is a party or by which any of them is such persons or any of their properties or assets may be bound or to which any of affected, excluding from the property foregoing clauses (ii) and (iii) such Violations as would not have, individually or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Common Stock and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares Common Stock and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo such Interested Party’s knowledge, the execution execution, delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) not, contravene, conflict with with, or constitute a result in any violation of, breach of or default by (with or without the giving of notice or the passage lapse of time time, or both) such Interested Party under, (A) or give rise to a right of termination, cancellation or acceleration of any material bond, debenture, note or other evidence of indebtednessobligation under, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever lien upon any of the material properties or assets of the Company such Interested Party under, any provision of (i) such Interested Party’s charter, bylaws, partnership agreement or other organizational documents, if applicable, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Interested Party or (iii) any judgment, order, decree, statute, law, ordinance, injunction, rule or regulation applicable to such Interested Party or any Subsidiary of such Interested Party’s properties or an acceleration assets, other than any such conflicts, violations, defaults, rights, or liens that, individually or in the aggregate, would not impair the ability of indebtedness pursuant such Interested Party to any obligationperform such Interested Party’s obligations hereunder or prevent, agreement limit or condition contained restrict in any material bond, debenture, note respect the consummation of any of the transactions contemplated hereby. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Interested Party is trustee or any other evidence of indebtedness or person, including any material indenturegovernmental authority, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No whose consent, approval, order or authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required by or with respect to such Interested Party for the execution execution, delivery and delivery performance of this Agreement, Agreement by such Interested Party or the valid issuance and sale consummation by such Interested Party of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawstransactions contemplated hereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectset forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this AgreementAgreement by the Seller does not, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with not, violate or result in a material breach of any provision of, constitute a violation of, or material default (with or without the giving of notice or the passage lapse of time or both) under, (A) result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any obligation or the loss of a material bond, debenture, note or other evidence of indebtednessbenefit under, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lienmaterial Encumbrance, encumbranceexcept for Permitted Encumbrances, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or the Seller (in respect of the Company) (any Subsidiary such violation, breach, default, right of termination, modification, cancellation or an acceleration of indebtedness acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Seller and the Company and such term when used in Article V has a correlative meaning with respect to the Buyer) pursuant to any obligationprovisions of (i) the articles of incorporation, agreement by-laws or condition contained in any material bondsimilar governing documents of the Seller, debentureUtility, note Development or ▇▇▇▇▇▇▇▇, or any other evidence Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals (as defined in Section 3.4(c)), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of indebtedness or any material indentureGovernmental Authority applicable to the Seller, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, Utility, Development or ▇▇▇▇▇▇▇▇, or any Company Subsidiary, is a party or by which they or any of them is their respective properties or assets may be bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentaffected, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body except in the United States is required for the execution and delivery case of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been clause (ii) or will be made or obtained prior to the Closing Date, and except (iii) for any securities filings required such Violation which is not reasonably likely to be made under federal or state securities lawshave a Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bondcontract, debenture, note agreement or other evidence instrument filed or incorporated by reference as an exhibit to any of indebtednessthe Exchange Act Documents (any such contract, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which instrument, an “Exchange Act Exhibit”) except for the Company or any Subsidiary is a party or Note Purchase Agreement by which it or any and among the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers dated as of its Subsidiaries or their respective properties are boundMarch 1, 2002, as amended (the “ComVest Notes”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (except as contemplated hereby) or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bondExchange Act Exhibit, debentureexcept that the transactions contemplated by the Transaction Documents may result in an event of default under the ComVest Notes. Except for (i) the filing of a Form 8-K in connection with the transactions contemplated by the Transaction Documents and (ii) the Registration Statement, note or Form D and any other evidence of indebtedness or any material indenturerelated state “Blue Sky” filings required to be filed with respect to the Securities pursuant to Section 6 hereof, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Transaction Documents, and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreement, and the valid issuance of the Conversion Shares in accordance with the Notes, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and the Warrants under the Agreement, the issuance of the Warrant under this AgreementShares upon exercise of the Warrants, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the material property or assets of the Company or any Subsidiary is subject, except for such liens, encumbrances, claims, security interests or restrictions upon any of the properties or assets of the Company or accelerations of indebtedness that are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this the Agreement, the valid issuance and sale of the Shares and Warrant the Warrants to be sold pursuant to this the Agreement, or the valid issuance of the Warrant Shares upon exercise of the Warrants, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement and such Ancillary Agreements do not and will not (i) conflict with not, directly or constitute a violation of, or default indirectly (with or without the giving of notice or lapse of time): (a) contravene, conflict with or result in a violation or breach of any of the passage provisions of time the certificate of incorporation or bothbylaws of any of the Acquired Companies or any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Companies; (b) undercontravene, (A) conflict with or result in a material violation of any material bondLegal Requirement or any order, debenturewrit, note injunction, judgment or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument decree to which any of the Company or any Subsidiary is a party or by which it Acquired Companies, or any of its Subsidiaries the material assets owned or their respective properties are boundused by any of the Acquired Companies, is subject; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Companies or that otherwise relates to the business of any of the Acquired Companies or to any of the assets owned or used by any of the Acquired Companies; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, in any material respect, any provision of any Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any Material Contract, (Bii) a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (iii) accelerate the chartermaturity or performance of any Material Contract, by-laws or (iv) cancel, terminate, amend or modify any material term of any Material Contract, other organizational documents than as set forth in Section 2.16(d) of the Company Disclosure Letter; (e) require any consent, approval or any Subsidiaryother authorization of, or (Cfiling with or notification to, any Person under any Material Contract, other than as set forth in Section 2.16(e) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or Disclosure Letter; or (iif) result in cause the creation or imposition of any lien, encumbrance, claim, security interest Encumbrances on any assets owned or restriction whatsoever upon used by any of the material properties or assets Acquired Companies, other than as set forth in Section 2.16(f) of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsDisclosure Letter.

Non-Contravention. Except (a) Subject to the receipt of the Regulatory Approvals and the Company Stockholder Approval, and the required filings under federal and state securities laws, and except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.7(a) of the Company Disclosure Schedule, the execution execution, delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by the Company do not and will not (i) conflict with or constitute a breach or violation of, or a default (with or without the giving under, result in a right of notice termination or the passage acceleration of time any right or both) obligation under, (A) any material bondlaw, debenturerule or regulation or any judgment, note or other evidence of indebtednessdecree, or under any material leaseorder, permit, license, credit agreement, indenture, loan, note, bond, mortgage, deed of trust, loan reciprocal easement agreement, joint venture lease, instrument, concession, franchise or other agreement of the Company or instrument any of its Subsidiaries or to which the Company or any Subsidiary of its Subsidiaries, properties or assets is subject or bound; (ii) constitute a breach or violation of, or a default under, the Company’s Articles of Incorporation or Bylaws; or (iii) require the consent or approval of any third party or by which it or Governmental Authority under any of its Subsidiaries or their respective properties are boundsuch law, (B) the charterrule, by-laws regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other organizational documents agreement. (b) As of the date hereof, the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order has no Knowledge of any court or governmental agency, arbitration panel or authority applicable reasons relating to the Company or any Subsidiary or their respective properties, the Company Bank (i) why all of the Regulatory Approvals shall not be procured from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) result in the creation or imposition of why any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will Burdensome Condition would be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsimposed.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo the best of its knowledge and belief, neither the execution execution, delivery and delivery of this Agreement, performance by the issuance and sale Company of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and Transaction Documents nor the consummation of the transactions contemplated hereby therein will not (i) contravene or conflict with the charter documents of the Company, (ii) contravene or conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court provision of any Applicable Law (as defined herein) binding upon or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesof the Company’s assets, or (iiiii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien (as defined herein) on any of the Company’s assets, other than Permitted Liens (as defined herein), (iv) be in conflict with, constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material properties benefit under, or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant give rise to any obligationright of termination, agreement cancellation, increased payments or condition contained in acceleration under any terms, conditions or provisions of any material note, bond, debenture, note or any other evidence of indebtedness or any material indenturelease, mortgage, deed of trust indenture, license, contract, franchise, permit, instrument or any other agreement or instrument obligation to which the Company or any Subsidiary is a party party, or by which any of them is bound its properties or assets may be bound, or (v) to which any the knowledge of the property Company, disrupt or assets impair any business relationship with any material supplier, customer, distributor, sales representative or employee of the Company. Neither the Company nor its subsidiaries is in violation of any term of or in default under its charter documents or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any Subsidiary governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any Applicable Law, the Company is subject. No not required to obtain any consent, approval, authorization or other order of, or registration, qualification make any filing or filing registration with, any regulatory bodycourt or governmental agency in order for it to execute, administrative agencydeliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms thereof. All consents, self-regulatory organizationauthorizations, stock exchange or marketorders, or other governmental body in filings and registrations which the United States Company is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant to obtain pursuant to this Agreement, other than such as the preceding sentence have been obtained or will be made effected on or obtained prior to the Closing Datedate hereof. The Company and its subsidiaries are unaware of any facts or circumstance, and except for which might give rise to any securities filings required to be made under federal or state securities lawsof the foregoing.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the other documents contemplated by this Agreement and the consummation by the Company of the issuance of the Note, the Preferred Shares and the Warrants as contemplated by this Agreement, and the other transactions contemplated hereby by this Agreement, the Note, the Statement of Resolution, the Registration Rights Agreement, the Warrants and the Transfer Agent Instruction do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or bothboth (i) result in any violation of any terms of the Articles of Incorporation or By-laws of the Company or any Subsidiary, (ii) conflict with or result in a breach by the Company or any Subsidiary of any of the terms or provisions of, or constitute a default under, (A) or result in the modification, amendment, termination or cancellation of, result in the acceleration of any material bond, debenture, note obligation of the Company or other evidence of indebtednessany Subsidiary under, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or any of their respective propertiesproperties or assets is bound or affected, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, including, without limitation, any law of the State of New York or the State of Texas relating to usury or the maximum rate chargeable with respect to indebtedness, or (iiiv) result in have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the creation Company or imposition of any lien, encumbrance, claim, security interest Subsidiary to own or restriction whatsoever upon lease and operate any of the material their respective properties or assets to conduct any of their respective businesses or the ability of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsmake use thereof.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 2.3, the execution and delivery of this AgreementAgreement and the Ancillary Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the issuance of the Preferred Conversion Shares upon conversion of the Share, the issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants, the fulfillment of the terms of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, the issuance of the Preferred Conversion Shares upon conversion of the Shares, the issuance of the Warrants to be sold pursuant to this Agreement, the issuance of the Warrant Shares upon exercise of the Warrants and the performance by the Company of its other obligations hereunder and thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the other transactions contemplated hereby thereby will not (iA) result in a conflict with with, give rise to any payment or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, its properties or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject; except in the case of each of A(i), A(iii) and B, such as would not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant Warrants by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws and exchange listing rules and requirements.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this AgreementAgreement or for any Advance hereunder, other than such as have been or will be made or obtained prior to the Closing Datedate hereof, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterarticles of incorporation, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws or under the rules of The NASDAQ Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectset forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this AgreementAgreement by the Seller does not, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with not, violate or result in a material breach of any provision of, constitute a violation of, or material default (with or without the giving of notice or the passage lapse of time or both) under, (A) result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any obligation or the loss of a material bond, debenture, note or other evidence of indebtednessbenefit under, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lienmaterial Encumbrance, encumbranceexcept for Permitted Encumbrances, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Company Subsidiary (any such violation, breach, default, right of termination, modification, cancellation or an acceleration of indebtedness acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Company and any Company Subsidiary, and such term when used in Article V has a correlative meaning with respect to the Buyer and the Buyer Subsidiaries) pursuant to any obligationprovisions of (i) the articles of incorporation, agreement by-laws or condition contained in any material bondsimilar governing documents of the Seller, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Seller, the Company or any Company Subsidiary or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the “Seller Required Consents”), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a party or by which they or any of them is their respective properties or assets may be bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentaffected, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body except in the United States case of clause (ii) or (iii) for any such Violation which is required for not reasonably likely to prevent, materially delay or materially impair the execution and delivery of Seller’s ability to consummate the transactions contemplated by this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and Units under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties other than in relation to any offering of securities under Section 5 of the Securities Act or (iv) any offering of securities under Section 5 of the Securities Act, assuming compliance by the Investors with the terms and conditions hereof and the truthfulness and accuracy of the Investors’ representations and warranties set forth in Section 5 hereof, except in the case of clauses (i), (iii) and (iv) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares Units to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bondcontract, debenture, note agreement or other evidence instrument filed or incorporated by reference as an exhibit to any of indebtednessthe Exchange Act Documents (any such contract, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundinstrument, an “Exchange Act Exhibit”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) assuming the correctness of the representations and warranties of the Buyers set forth herein, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which do not have or would be reasonably likely to result in a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which Exchange Act Exhibit. Assuming the Company or any Subsidiary is a party or by which any of them is bound or to which any correctness of the property or assets representations and warranties of the Company or any Subsidiary is subject. No Buyers set forth herein, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this Agreementbe sold hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, where such conflict, violation or default is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an a material acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other material evidence of indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, and except where any failure to obtain any of the foregoing would not have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Common Stock and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares Common Stock and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. Notwithstanding the foregoing, the final approval of the American Stock Exchange is required in connection with the issuance of the Common Stock and Warrants.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementShares, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby, including the issuance of the Warrant Shares in accordance with the terms of the Warrants, will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary (each, a "Subsidiary" and collectively, the "Subsidiaries") is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charterCertificate of Incorporation, by-laws Bylaws, or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, which conflict, violation or default, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws Certificate of Incorporation or Bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Shares and Securities to be sold by the Warrant Company under this Agreementthe Transaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby will not (iA) result in conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, except as would not reasonably be expected to have a Material Adverse Effect, (Bii) the charterCertificate of Incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective its properties, except as would not reasonably be expected to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the material property or assets of the Company or any Subsidiary is subject, except as would not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents by the Company and the valid issuance and or sale of the Shares and Warrant Securities by the Company pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Purchased Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) (including any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the chartercertificate of incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority or the rules of the Trading Market applicable to the Company or any Subsidiary or their respective its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which would not have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, except to the extent that such acceleration would not have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other Person is required for the execution and delivery of this AgreementAgreement by the Company, the valid issuance and sale of the Purchased Shares and Warrant to be sold pursuant to this AgreementAgreement and the performance by the Company of its other obligations hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution Company, Team, Team Finance and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Team MergerSub of this Agreement and the consummation by the Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby do not and will not not: (ia) contravene or conflict with any of their respective certificates of formation, limited liability company agreements, charter, by-laws or equivalent organizational documents; (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation ofof any Law or Order binding upon or applicable to the Company or any Company Subsidiary or any of their respective properties, rights or assets; (c) require any consent or other action by any Person under, constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or without the giving of due notice or the passage lapse of time or both) under, (A) or result in any material bond, debenture, note other change of any right or other evidence obligation of indebtedness, the Company or under any material lease, indenture, mortgage, deed Company Subsidiary or to a loss of trust, loan agreement, joint venture any benefit or other agreement or instrument status to which the Company or any Company Subsidiary is a party or by which it or entitled under any provision of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of any Material Contract binding upon the Company or any SubsidiaryCompany Subsidiary or any of their respective properties, rights or (C) assets or any law, administrative regulation, ordinance material Permit or order of any court or governmental agency, arbitration panel or authority applicable to other similar authorization held by the Company or any Subsidiary or their respective properties, Company Subsidiary; or (iid) result in the creation or imposition of any lienLien on any property, encumbrance, claim, security interest right or restriction whatsoever upon any of the material properties or assets asset of the Company or any Subsidiary Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not reasonably be expected to, individually or an acceleration of indebtedness pursuant to any obligationin the aggregate, agreement (x) have a Company Material Adverse Effect or condition contained in any material bond, debenture, note (y) prevent or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which materially impair the Company or any Subsidiary is a party or by which any of them is bound or to which any ability of the property Company, Team, Team Finance, Team MergerSub, Purchaser or assets of PurchaserSub to consummate the Company or any Subsidiary is subjecttransactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body Notwithstanding anything to the contrary in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant Company does not make any representation or warranty pursuant to this Agreement, other than such as have been Section 3.04 regarding the transactions contemplated by Sections 1.04(a) or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws1.04(b).

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance The issue and sale of the Placement Shares and the Warrant under this Agreement, compliance by the fulfillment of the terms of Company with this Agreement and the consummation of the transactions contemplated hereby in this Agreement and the Prospectus Supplement will not (i) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture agreement or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company is subject, except, in the case of this clause (A) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (B) the certificate of incorporation or bylaws of the Company, or (C) any statute or any Subsidiary is subject. No judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties except, in the case of this clause (C) for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization authorization, order, registration or other order of, qualification of or registration, qualification with any such court or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange governmental agency or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance issue and sale of the Shares and Warrant pursuant to or the consummation by the Company of the transactions contemplated by this Agreement, other than except such as have been or will be made or obtained prior to under the Closing DateAct, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, and except for any securities filings such consents, approvals, authorizations, registrations or qualifications as may be required to be made under federal or state securities lawsor Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Adjusted Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Adjusted Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except The execution and delivery by the Company of this Agreement do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries under (other than any such Lien created as a result of any action taken by Parent or Sub), any provision of (a) the Company Articles of Incorporation, the Company By-Laws or the comparable organizational documents of any of its Subsidiaries, or (b) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of Parent and Sub set forth in Section 5.10, (i) any written contract, lease, permit, authorization, indenture, note, bond, mortgage, franchise or other agreement or instrument, commitment, obligation or binding arrangement, with respect to which there are continuing rights, liabilities or obligations (a “Contract”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) any supranational, federal, national, state, provincial or local statute, law (including common law), ordinance, rule or regulation of any Governmental Authority, whether or not inside, outside, including or excluding the United States, Canada or any other country (“Law”) or any judgment, order or decree of any Governmental Authority, whether or not inside, outside, including or excluding the United States, Canada or any other country (“Judgment”), in each case applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) any Authorizations of the Company or its Subsidiaries, other than, in the case of clause (b) above, any such conflicts, violations, defaults, rights, losses or Liens that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any supranational, federal, national, state, provincial or local, government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority, whether or not inside, outside, including or excluding the United States, Canada or any other country (each, a “Governmental Authority”) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this AgreementAgreement by the Company or the consummation by the Company of the Offer, the issuance and sale of Merger or the Shares and the Warrant under other transactions contemplated by this Agreement, except for (A) the fulfillment filing of a premerger notification and report form by the terms Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under the competition, merger control, antitrust, foreign investment or similar Law of any jurisdiction (collectively, the “Non-U.S. Merger Control Laws”), (B) the filing with the SEC of (x) the Schedule 14D-9, (y) if required by applicable Law, a proxy statement or information statement, as applicable, in definitive form relating to the Shareholders’ Meeting (such proxy statement or information statement, as amended or supplemented from time to time, the “Proxy/Information Statement”), and (z) such reports under the Exchange Act as may be required in connection with this Agreement and the consummation transactions contemplated by this Agreement, (C) the filing of the transactions contemplated hereby will not (i) conflict Articles of Merger with or constitute a violation of, or default (the Secretary of State of the State of Minnesota and of appropriate documents with or without the giving relevant authorities of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to jurisdictions in which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundis qualified to do business, (BD) any filings or notices required under the charterrules and regulations of NASDAQ, by-laws or other organizational documents (E) any filings as may be required under Chapter 80B of the Company Minnesota Statutes and (F) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or any Subsidiarymade would not, individually or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lienaggregate, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant reasonably be expected to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is have a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsMaterial Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and Units under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties other than in relation to any offering of securities under Section 5 of the Securities Act or (iv) any offering of securities under Section 5 of the Securities Act, assuming compliance by the Investors with the terms and conditions hereof and the truthfulness and accuracy of the Investors' representations and warranties set forth in Section 5 hereof, except in the case of clauses (i), (iii) and (iv) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares Units to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) result in conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, where such conflict, violation or default is reasonably expected to result in a Material Adverse Effect, (Bii) the charterarticles of incorporation, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its Subsidiaries or their respective properties, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect or (iiB) result in (x) the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries which is reasonably likely to result in a Material Adverse Effect or (y) an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subjectsubject which is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, which the Company covenants to do in a timely manner.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectAssuming compliance with the HSR Act, the execution and delivery of this AgreementCompetition Act, any other foreign antitrust or combination Laws, the issuance Exchange Act, the rules and sale regulations of the Shares NYSE, any applicable state securities or “blue sky” Laws, the Requisite Stockholder Vote and the Warrant under this Agreementfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, the fulfillment of the terms execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company do not and will not (i) contravene the Certificate of Incorporation or Bylaws of the Company, or the charter, bylaws, partnership agreement, limited liability company agreement or other organizational documents of any Material Subsidiary, (ii) violate any Applicable Law, or (iii) require any consent or approval under, conflict with or result in a breach or termination of or constitute a violation of, or default (with or without the giving of notice or the passage lapse of time or both) a default (or give to others any right of termination, vesting, amendment, modification, acceleration or cancellation) under, (A) or result in the triggering of any material bondpayments or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries, debenturepursuant to, note any Company Permit or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or any of their respective properties are or assets may be bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Civ) any law, administrative regulation, ordinance conflict with or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation a breach of or imposition of default under any lienjudgment, encumbrancedecree, claim, security interest order or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument ruling to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound their assets or properties may be bound, except, with respect to clauses (ii), (iii) and (iv) for any such contraventions, violations, conflicts, consents, approvals, breaches or defaults which any of the property would not reasonably be expected to have, individually or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, security agreement, loan or credit agreement, joint venture or other agreement agreement, instrument, commitment or instrument arrangement to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterAmended and Restated Articles of Incorporation, by-laws Amended and Restated Bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the ***Confidential treatment has been requested pursuant to Rule 406 of the Securities Act of 1933, as amended. Omitted portions have been filed separately with the Securities and Exchange Commission. Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest interest, charge, option, pledge or restriction whatsoever (a "Lien") upon any of the material properties properties, assets or assets rights of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material material, lease, contract, indenture, mortgage, deed of trust trust, security agreement, loan or credit agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject, the result of which would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. The execution, delivery and performance by the Company of this Agreement will not require from the Board of Directors or the stockholders of the Company any consent or approval that has not been validly and lawfully obtained. The Company is not subject to any restriction of any kind or character which prohibits the Company from entering into this Agreement or would prevent its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal federal, state or state foreign securities laws, or under the rules of The NASDAQ Stock Market or the Frankfurt Stock Exchange.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Series E Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterarticles of incorporation, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the valid issuance and sale of the Series E Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws or under the rules of the NASDAQ Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale delivery, as applicable, of the Shares and Notes, the Warrants and, if exercised, the Warrant Shares by the Companies under this Agreement, the fulfillment performance by each Company of the terms of its obligations under this Agreement and and/or the consummation of the transactions contemplated hereby will not (ia) conflict with with, result in the breach or constitute a violation of, or default constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the such Company or any Subsidiary is a party or by which it or any of its Subsidiaries properties may be bound or their respective properties are boundaffected, including the Project Documents (as defined below), (Bii) the charter, by-laws Articles of Incorporation and Bylaws or other organizational governing documents of the Company or any Subsidiarysuch Company, as amended to date, or (Ciii) any statute or law, administrative judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body, governmental agency, arbitration panel or authority applicable to the Company or such Company, any Subsidiary of its subsidiaries or their respective properties, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the such Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the such Company or any Subsidiary is a party or by which any of them such Company is bound or to which any of the property or assets of such Company is subject or (c) result in the Company trigger or application of any Subsidiary is subjectanti-dilution provision or mechanism (however defined) in any outstanding securities or agreements that would result in the issuance of additional shares of FEEC's Common Stock or the entitlement to additional shares of FEEC's Common Stock upon the exercise of any outstanding securities or instruments or otherwise result in any dilution of the Purchasers’ interest in FEEC's Common Stock, directly or indirectly. No Assuming the accuracy of the representations of the Purchasers contained herein, no consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale delivery of the Notes, the Warrants or, if exercised, the Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except or for any securities filings required to be made under federal or state securities lawslaws applicable to the offering of the Notes, the Warrants and/or the Warrant Shares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement or the valid issuance and sale of the Shares and the Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance of the execution and delivery of this AgreementAgreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby have been duly authorized by all necessary corporate action and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary its property, where such conflict, violation or their respective propertiesdefault is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Preferred Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it or any of its Subsidiaries subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a material adverse effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Preferred Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date_____________ _____________ Mo/Day/Year Mo/Day/Year Page # 7 of 18 obtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements by the Company, the issuance and sale of the Shares and Securities to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements on the part of the Company and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default has been waived or would not have a Material Adverse Effect, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the Operative Documents by Sierra and the Seller and the performance and consummation of the any of the transactions contemplated hereby and thereby will not not, directly or indirectly (with or without giving of notice or the lapse of time or both): (i) contravene, conflict with or constitute or result in a breach or violation of, or a default under (A) any provision of the articles of incorporation or by-laws of Sierra, the Seller, the Company or any Subsidiary or (B) any resolution adopted by the Board of Directors of Sierra, the Seller, the Company or any Subsidiary; (ii) assuming compliance with the matters referred to in Section 2.1(q) and 2.2(d), violate or conflict with any Order applicable to any of Sierra, the Seller, the Company or any Subsidiary, or the business of the Company or any Subsidiary or give any Governmental Authority or any other Person the right to challenge any of the transactions contemplated by hereby or in the Operative Documents or to exercise any remedy or obtain any relief under, any Applicable Law or Order to which Sierra, the Seller, the Company or any Subsidiary, or any assets owned or used by the Company or any Subsidiary, are subject; (iii) except as disclosed in Section 2.1(p) of the Seller's Disclosure Schedule, require the making of any filing or the obtaining of any consent or other action by any Person under, result in a breach of constitute a default (or event which with or without the giving of notice or the passage lapse of time time, or both, would become a default) under, (A) or give rise to any material bondright of termination, debentureamendment, note cancellation or other evidence acceleration of indebtednessany right or obligation of Sierra, the Seller, the Company, any Subsidiary or under to a loss of any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument benefit to which the Company or any Subsidiary is a party entitled under any provision of any Contract or by which it (iv) result in the creation of any Lien on (x) the Subject Shares or (y) any of its Subsidiaries the assets or their respective properties are bound, (B) the charter, by-laws owned or other organizational documents of used by the Company or any Subsidiary, in each case, pursuant to any Contract, Permit or other instrument relating to such capital stock, assets or properties; or (Cv) contravene, conflict with, or constitute or result in a breach or violation, or default under, or give any lawGovernmental Authority the right to revoke, administrative regulationwithdraw, ordinance suspend, cancel, terminate or order of modify, any court or governmental agency, arbitration panel or authority applicable to Permit that is held by the Company or any Subsidiary or their respective properties, that otherwise relates to the Business or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties assets owned or assets of used by the Company or any Subsidiary or an acceleration Subsidiary; except, in the case of indebtedness pursuant clauses (ii), (iii), (iv) and (v), to the extent that any obligationsuch violation, agreement or condition contained in failure to obtain any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization such consent or other order ofaction, default, right, loss or registrationLien would not reasonably be expected, qualification individually or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, charter or by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except for any such creation or imposition which is not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person (including, without limitation, the stockholders of the Company) is required for the execution and delivery of this Agreement, the Agreements and the Warrants and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any stockholder approval under applicable Nasdaq requirements as contemplated pursuant to Section 7.9, post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, To Seller's knowledge and based in part upon the execution and delivery representation of Seller set forth in Section 3.8 of this Agreement, the issuance and sale but subject to due consummation of the Shares and Recapitalization, neither the Warrant under this Agreementexecution, the fulfillment of the terms delivery nor performance by Seller of this Agreement or the agreements, instruments and documents contemplated hereby, does or will: (a) violate or breach the consummation certificate of incorporation or bylaws of Seller; (b) constitute a violation of any provision of any law, regulation, judgment, injunction, order, decree, governmental permit or license or statute to which Seller, either Company or either Partnership is a party or by which Seller, either Company, Subsidiary or either Partnership is bound; provided, that Seller disclaims any representation regarding the transactions contemplated hereby will not Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act; (ic) violate, materially breach, be in conflict with or constitute a violation of, or default (or an event that, with or without the giving of notice or the passage lapse of time or both, would constitute a default) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material leasenote, bond, indenture, mortgage, deed of trust, loan agreementlease, joint venture franchise, permit, authorization, license, contract, instrument or other agreement or instrument commitment to which the Company either Company, Subsidiary or any Subsidiary either Partnership is a party or by which it Seller, Subsidiary, either Company or either Partnership or any of its Subsidiaries or their respective assets or properties are boundis bound or encumbered; (d) result in a contractual right to cause the termination or cancellation of or loss of a material benefit under, (B) or the charterright to accelerate any obligations pursuant to, by-laws any material note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other organizational documents of the Company agreement or commitment to which either Company, Subsidiary or either Partnership is a party or which is binding upon either Company, Subsidiary or either Partnership or any Subsidiarymaterial license, franchise, permit or (C) any lawother similar authorization held by either Company, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or either Partnership; or (iie) result in the creation or imposition of any mortgage, lien, encumbrancepledge, charge, security interest, claim, security interest option, or restriction whatsoever encumbrance of any kind ("Lien") upon any properties, assets or business of the material properties or assets of the Company or any either Company, Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawseither Partnership.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and the Warrant under this AgreementSecurities, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which it or any of its Subsidiaries they or their respective properties are property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company, (iii) the charter, by-laws or other organizational documents of the subsidiaries of the Company or any Subsidiary, or (Civ) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its subsidiaries or their respective propertiesproperty, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject, which would be reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, which filings, if any, shall be made prior to Closing.

Non-Contravention. Except as would The execution, delivery and perfortions contemplated hereby do not reasonably be expected to have a Material Adverse Effect, and will not (a) contravene or conflict with the execution and delivery articles of this Agreement, the issuance and sale incorporation or bylaws of the Shares and Company or any Subsidiary; (b) assuming compliance with the Warrant under this Agreementmatters referred to in Section 4.03, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets; (c) require any consent or other action by any Person under, constitute a breach of or a default (or an event that with or without the giving of notice or the passage notice, lapse of time or both) underboth would constitute a default under or give rise to a right of termination, (A) cancellation or acceleration of any material bond, debenture, note right or other evidence obligation of indebtedness, the Company or under any material lease, indenture, mortgage, deed Subsidiary or to a loss of trust, loan agreement, joint venture or other agreement or instrument any benefit to which the Company or any Subsidiary is a party entitled under any provision of any note, bond, mortgage, indenture, lease, obligation, agreement, contract or other instrument binding upon the Company or any Subsidiary or any of their respective properties or assets, or any license, franchise, permit or other similar authorization held by which it the Company or any Subsidiary; (d) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents to a loss of any benefit to which the Company or any Subsidiaryof its Subsidiaries is entitled under, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to Collective Bargaining Agreement binding upon the Company or any Subsidiary or their respective properties, or of its Subsidiaries; (iie) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien on any asset of the material properties Company or assets any Subsidiary; or (f) require any consent or other action by any Person under, constitute a breach of or a default or an event that with notice, lapse of time or both would constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or an acceleration to a loss of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument benefit to which the Company or any Subsidiary is entitled under any provision of any agreement or contract for the purchase or supply of any aircraft or aircraft engines, including without limitation the following contracts (and any amendments or supplements thereto or purchase orders or letter agreements thereunder): the Canadair Regional Jet Aircraft Division Purchase Agreement dated October 16, 1991 between Bombardier Inc. Canadair Regional Jet Aircraft Division and Target, Inc.; the Bombardier Regional Aircraft Division Purchase Agreement dated November 24, 1997 between Bombardier Inc. Bombardier Regional Aircraft Division and Target, Inc.; the Bombardier Aerospace, Regional Aircraft Purchase Agreement dated September 30, 1998 between Bombardier Inc. Bombardier Regional Aircraft Division and Target, Inc.; and the GE/Comair Maintenance Cost Management Program Agreement No. CF34-1295-083, dated as of October 16, 1995, by and between GE Aircraft Engines, a party or by which any of them is bound or to which any division of the property General Electric Company, and Comair, Inc. (including the master agreement relating thereto). except, in the case of clauses (c) and (e), for such matters as could not, individually or assets in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of transactions contemplated by this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and to be sold by the Warrant Sellers under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the Transaction Documents to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby Transactions (including the Merger), do not and will not (ia) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of the Company, (b) assuming compliance with the matters referred to in Section 4.05, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order applicable to the Company or any Company Subsidiaries or by which any properties or assets of the Company or any Company Subsidiaries are bound, (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a violation default under, or result in the termination or cancellation of, or default give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or cancellation (in each case, with or without the giving of notice or the passage lapse of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture Specified Contract or other agreement or instrument Company Lease to which the Company or any Company Subsidiary is a party party, or by which it they or any of its Subsidiaries or their respective properties are boundor assets may be bound or affected or any Permits affecting, (B) or relating in any way to, the charter, by-laws or other organizational documents property of the Company or any Subsidiaryof the Company Subsidiaries, or (C) any law, administrative regulation, ordinance or order assets of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary of the Company Subsidiaries or their respective properties, the business of the Company and its Subsidiaries or (iid) result in the creation or imposition of any lienLien (other than Permitted Liens) on any rights, encumbrance, claim, security interest property or restriction whatsoever upon any of the material properties or assets asset of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentSubsidiaries, approvalwith such exceptions, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for case of each of clauses (b), (c) and (d), as would not, individually or in the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant be reasonably expected to this Agreement, other than such as have been or will be made or obtained prior material to the Closing DateCompany and its Subsidiaries, and except for any securities filings required to be made under federal or state securities lawstaken as a whole.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Units and the Warrant Underlying Shares (collectively, the “Securities”) to be sold by the Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of the Significant Subsidiaries is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws bylaws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of the Significant Subsidiaries or their respective properties, properties or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of the Significant Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of the Significant Subsidiaries is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant Securities by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected Subject to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale receipt of the Shares and the Warrant under this AgreementRequisite Company Vote, the fulfillment none of the terms execution, delivery, or performance by the Company of this Agreement and or any Additional Agreements to which it is or will be a party does or will (a) contravene or conflict with the consummation Organizational Documents of the transactions contemplated hereby will not Company, and (ib) contravene or conflict with or constitute a violation ofof any provision of any Law or Order binding upon or applicable to the Company, or by which the Company’s or any Company Subsidiary’s assets or properties may be bound, in any material respect, constitute a default under or breach of (with or without the giving of notice or the passage of time or both) underor violate or give rise to any right of termination, (A) cancellation, amendment or acceleration of any material bond, debenture, note right or other evidence obligation of indebtedness, the Company or under any material lease, indenture, mortgage, deed Company Subsidiary or require any payment or reimbursement or result in a loss of trust, loan agreement, joint venture or other agreement or instrument any benefit relating to the Business to which the Company or any Company Subsidiary is a party are entitled, or by which it impose any other liability, directly or any of its Subsidiaries or their respective properties are boundindirectly, (B) the charter, by-laws or other organizational documents of on the Company or any Company Subsidiary, or (C) under any law, administrative regulation, ordinance or order provision of any court Permit, Contract or governmental agency, arbitration panel other instrument or authority applicable to obligations binding upon the Company or any Company Subsidiary or their respective propertiesby which any of the Company Shares, or the shares of any Company Subsidiary, or any of the Company’s or any Company Subsidiary’s assets or properties is or may be bound or any Permit, (iic) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien (except Permitted Liens) on any of the material properties Company Shares, or assets the shares of any Company Subsidiary, or any of the Company Company’s or any Subsidiary Company Subsidiary’s assets or an acceleration properties, or (d) cause a loss of indebtedness pursuant any benefit relating to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument the Business to which the Company or any Company Subsidiary is a party or by which may be entitled under any provision of them is bound any Permit or to which any of Contract binding upon the property or assets of the Company or any Subsidiary is subject. No consentCompany, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery case of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement(c) through (d), other than such as would not be reasonably expected to, individually or in the aggregate, have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, ------------------ the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-self- regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant Securities under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterarticles of incorporation, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares Notes and Warrant the Warrants to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws or under the rules of The NASDAQ Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the September Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the September Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a material violation of, or material default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or material assets of the Company or any Subsidiary or an acceleration of any material indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements by the Company, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance by Seller of this Agreement and by Seller and its Subsidiaries of each of the Ancillary Agreements to which Seller or any of its Subsidiaries (including the Transferred Entities) is or will be a party, and the consummation by Seller and its Subsidiaries (including the Transferred Entities) of the transactions contemplated hereby hereunder and thereunder, do not and will not (i) conflict with or constitute violate any provision of the Organizational Documents of Seller, any Subsidiary of Seller that owns Membership Interests, any Subsidiary that is a violation party to an Ancillary Agreement, any Transferred Entity, or any ETF Fund, (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings referred to in ‎Section 3.05 or ‎Section 7.05, conflict with, or result in the breach of, or constitute a default (under, or result in the termination, Encumbrance, cancellation, modification or acceleration of any right or obligation of Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or any ETF Fund under, or give rise to any payment conditioned, in whole or in part, on a change of control of a Transferred Entity or ETF Fund or approval or consummation of the transactions contemplated hereby, or result in a loss of any benefit to which Seller, any Covered Subsidiary, any Subsidiary of Seller that is a party to an Ancillary Agreement, any Transferred Entity or any ETF Fund is entitled, with or without the giving of notice or notice, the passage lapse of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture Contract or other agreement or instrument to which the Company or binding upon Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound ETF Funds or to which any of their respective properties is subject or (iii) assuming the property receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in ‎Section 3.05 or assets of the Company ‎Section 7.05 or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings (B) required to be received or made by Buyer or any of its Affiliates, violate or result in a breach of or constitute a default under federal any Law to which Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or state securities lawsthe ETF Funds is subject or under any of their respective Permits, other than, in the case of clauses (ii) and (iii), any conflict, breach, default, termination, Encumbrance, cancellation, modification, acceleration or loss that would not, individually or in the aggregate, reasonably be expected to have an ETFs Business Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, security agreement, loan or credit agreement, joint venture or other agreement agreement, instrument, commitment or instrument arrangement to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterAmended and Restated Articles of Incorporation, by-laws Amended and Restated Bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest interest, charge, option, pledge or restriction whatsoever (a "Lien") upon any of the material properties properties, assets or assets rights of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material material, lease, contract, indenture, mortgage, deed of trust trust, security agreement, loan or credit agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject, the result of which would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. The execution, delivery and performance by the Company of this Agreement will not require from the Board of Directors or the stockholders of the Company any consent or approval that has not been validly and lawfully obtained. The Company is not subject to any restriction of any kind or character which prohibits the Company from entering into this Agreement or would prevent its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Shares and under the Warrant under this AgreementTransaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) (including any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the chartercertificate of incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority or the rules of the OTC Bulletin Board ("OTC BB") applicable to the Company or its properties (collectively, the "Applicable Law"), except in the case of clauses (i) and (iii) for any Subsidiary such conflicts, violations or their respective properties, defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, except to the extent that such acceleration would not have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Transaction Documents by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Transaction Documents and the performance by the Company of its other obligations thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws or the rules of the Nasdaq Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the filing of the Certificate of Designations, the issuance and sale of the Shares and Units to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, Certificate of Incorporation or by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court of competent jurisdiction or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, which conflict, violation or default would be likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the filing of the Certificate of Designations, and the valid issuance and sale of the Shares and Warrant Units (or the Unit Securities (as defined below)) to be sold pursuant to this AgreementAgreement and of the Series B Conversion Shares (as defined below) upon the exercise of the Series B Preferred Stock in accordance with the Certificate of Designations or the Warrant Shares (as defined below) upon exercise of the Warrants in accordance with the terms thereof, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares, Exercised March Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares, Exercised March Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectAssuming the receipt of all Required Consents, ----------------- neither the execution and execution, delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms or performance of this Agreement and the Seller Ancillary Agreements by the respective parties thereto, nor the consummation of the transactions contemplated hereby will not (i) conflict with and thereby, does or constitute a violation ofwill, or default (with or without the giving of notice notice, or the passage lapse of time time, or bothotherwise: (a) conflict with, result in a breach of, or constitute a default under, (A) any material bond, debenture, note or other evidence the Memorandum and Articles of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws Association or other organizational documents of the Company or any Subsidiaryof its Subsidiaries or in any material respects any United Kingdom, United States, foreign, state or local court or administrative order or process, or (C) any lawmaterial contract, administrative regulation, ordinance agreement or order of any court or governmental agency, arbitration panel or authority applicable commitment to which the Company or any Subsidiary or their respective propertiesof its Subsidiaries is a party, or (ii) result in under which the creation Company or imposition any of its Subsidiaries is obligated, or by which the Company or any lien, encumbrance, claim, security interest of its Subsidiaries or restriction whatsoever upon any of the material rights, properties or assets of the Company or any Subsidiary of its Subsidiaries is subject or an acceleration bound; (b) result in the creation of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust pledge, lien, claim, charge, encumbrance or any other agreement assessment upon, or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which otherwise adversely affect, any of the property rights, properties or assets of the Company or any Subsidiary is subject. No consentof its Subsidiaries; (c) terminate, approval, authorization amend or other order ofmodify, or registrationgive any party the right to terminate, qualification amend, modify, abandon or filing refuse to perform or comply with, any regulatory bodymaterial contract, administrative agency, self-regulatory organization, stock exchange agreement or marketcommitment to which the Company or any of its Subsidiaries is a party, or other governmental body in under which the United States Company or any of its Subsidiaries is required for obligated, or by which the execution and delivery Company or any of this Agreementits Subsidiaries or any of the rights, properties or assets of the Company or any of its Subsidiaries is subject or bound; or (d) accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the valid issuance time within which, or the terms and sale conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any material contract, agreement or commitment to which the Company or any of its Subsidiaries is a party, or under which the Company or any of its Subsidiaries may be obligated, or by which the Company or any of its Subsidiaries or any of the Shares and Warrant pursuant to this Agreementrights, other than such as have been properties or will be made assets of the Company or obtained prior to the Closing Date, and except for any securities filings required to be made under federal of its Subsidiaries is subject or state securities lawsbound.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance of the execution and delivery of this AgreementTransaction Documents, including without limitation the issuance and sale of the Shares Note and Warrant to be sold by the Warrant Company under this Agreementthe Transaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby, will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundbound when such violation, conflict or default, individually, or in the aggregate, would have a Material Adverse Effect, (Bii) the charterarticles of organization, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties when such violation, conflict or default would have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (other than the lien of the Deed of Trust on the property to be subject to the Deed of Trust) or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectsubject where such lien or other restriction would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution execution, delivery and delivery performance of this Agreementthe Transaction Documents, including without limitation the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws. Assuming the accuracy of the representations made by Purchaser in Section 2 and, with respect to the exercise of the Warrant, the accuracy of the representations made by Purchaser in the Notice of Exercise attached to the Warrant, the issuance by the Company of the Note and Warrant is exempt from registration under the Securities Act and the issuance of the Underlying Shares upon conversion the Note and exercise of the Warrant, will be exempt from registration under the Securities Act under applicable rules and regulations as currently in effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither the execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement nor the performance by the Company of any of its obligations hereunder and under the Series B-1 Certificate or the Subsequent Certificates, nor compliance with the terms and provisions hereof or thereof, nor the consummation of the transactions contemplated hereby will not herein and therein: (i) conflict with or constitute violates, conflicts with, results in a violation breach of, or constitutes a default (or an event which with or without the giving of notice or the passage lapse of time or bothboth would be reasonably likely to constitute a default) under, or creates any rights in respect of any person under (A) the certificate of incorporation or bylaws of the Company or the certificates of formation, operating agreements, certificates of incorporation or bylaws of its subsidiaries, (B) any material decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, (C) the terms of any bond, debenture, indenture, credit agreement, note or any other evidence of indebtedness, or under any material agreement, stock option or other similar plan, lease, indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or party, by which it the Company or any of its Subsidiaries or their respective properties are subsidiaries is bound, (B) or to which any of the charter, by-laws properties or other organizational documents assets of the Company or any Subsidiaryof its subsidiaries is subject, (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any of its subsidiaries is a party, (CE) any law, administrative regulation, ordinance rule or order regulation of the NASD or the Nasdaq or any court rule or governmental agency, arbitration panel regulation of the markets where the Company’s securities are publicly traded or authority quoted applicable to the Company or any Subsidiary or their respective propertiesthe transactions contemplated hereby, or (F) the Investor Rights Agreement, dated April 18, 2000, among the Company and certain of its stockholders; or (ii) result results in the creation or imposition of any lien, encumbrance, claim, security interest charge or restriction whatsoever encumbrance upon any Investment Securities or any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsits subsidiaries.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance by Honeywell of this Agreement and the Option Agreement and the consummation by Honeywell of the transactions contemplated hereby and thereby do not and will not (ia) contravene or conflict with the restated certificate of incorporation or by-laws of Honeywell, (b) assuming compliance with the matters referred to in Section 3.3 and subject to receipt of Honeywell Stockholder Approval, contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, injunction, order or default (with decree binding upon or without the giving applicable to Honeywell or any of notice or the passage of time or both) underits Subsidiaries, (Ac) subject to receipt of Honeywell Stockholder Approval, constitute a default under or give rise to any material bondright of termination, debenture, note cancellation or other evidence acceleration of indebtedness, any right or under any material lease, indenture, mortgage, deed obligation of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it Honeywell or any of its Subsidiaries or their respective properties are boundto a loss of any benefit to which Honeywell or any of its Subsidiaries is entitled under any provision of any agreement, (B) the chartercontract, by-laws lease or other organizational documents of the Company instrument binding upon Honeywell or any Subsidiaryof its Subsidiaries or any license, franchise, permit or other similar authorization held by Honeywell or any of its Subsidiaries, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iid) result in the creation or imposition of any Lien on any asset of Honeywell or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Honeywell. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, encumbrancepledge, claimcharge, security interest or restriction whatsoever upon encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes not yet due or being contested in good faith or (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the material properties or assets ordinary course of business. Neither Honeywell nor any Subsidiary of Honeywell is a party to any agreement that (x) limits the Company ability of Honeywell or any Subsidiary of Honeywell to compete in or an acceleration conduct any line of indebtedness pursuant to business or compete with any obligation, agreement Person or condition contained in any material bondgeographic area or during any period of time except to the extent that any such limitation would not, debentureindividually or in the aggregate, note reasonably be expected to have a Material Adverse Effect on Honeywell or any other evidence on the Surviving Corporation, immediately after the Effective Time or (y) immediately after the Effective Time to the knowledge of indebtedness or any material indentureHoneywell, mortgage, deed would materially limit the ability of trust or any other agreement or instrument to which the Company Parent or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this AgreementParent, other than such as have been Honeywell and any Subsidiary of Honeywell to compete in or will be made conduct any material line of business or obtained prior to the Closing Date, and except for compete with any securities filings required to be made under federal Person or state securities lawsin any geographic area or during any period of time.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note agreement or other evidence of indebtedness, instrument filed or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument incorporated by reference as an exhibit to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundthe Exchange Act Documents (the “Exchange Act Exhibits”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectExchange Act Exhibit. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Agreements and the Warrants, and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, of or default (with or without the giving of notice or the passage of time or both) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this AgreementAgreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares shares of Series A Preferred Stock and the Warrant under this AgreementConversion Shares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary its property, where such conflict, violation or their respective propertiesdefault is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, where such lien, encumbrance, claim, security interest or restriction is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementSeries A Preferred Stock or the Conversion Shares, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsobtained.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreementhereunder, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No Assuming the correctness of the representations and warranties of each of the Investors set forth in Section 4 hereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares to be sold and Warrant issued pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws and applicable OTC Bulletin Board rules.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundbound when such violation, conflict or default would have a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectsubject where such lien or other restriction would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectdisclosed in Section 4.5 of the ------------------ Company Disclosure Schedule, the execution execution, delivery and delivery of this Agreement, performance by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms --------------------------- Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (ia) assuming compliance with the matters referred to in Section 4.3, contravene or conflict with the certificate of incorporation or bylaws of the Company, (b) assuming compliance with the matters referred to in Section 4.4, contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, injunction, order or default (with decree binding upon or without applicable to the giving Company or any of notice or the passage of time or both) underits Subsidiaries, (Ac) constitute a default under or give rise to a right of termination, cancellation or acceleration of any material bond, debenture, note right or other evidence obligation of indebtedness, the Company or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture its Subsidiaries or other agreement or instrument to a loss of any benefit to which the Company or any Subsidiary of its Subsidiaries is a party entitled under any provision of any agreement, contract or by which it other instrument binding upon the Company or any of its Subsidiaries or their respective properties are boundany license, (B) the charterfranchise, by-laws lease, permit or other organizational documents of similar authorization held by the Company or any Subsidiaryof its Subsidiaries, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iid) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, encumbrancepledge, claimcharge, security interest or restriction whatsoever upon encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Company Balance Sheet (as such term is defined in Section 4.8), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to the Company Except as disclosed in Section 4.5 of the material properties or assets Company Disclosure Schedule, neither ---------------------------------------------- the Company nor any Subsidiary of the Company is a party to any agreement that expressly limits the ability of the Company or any Subsidiary of the Company, or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company would limit Parent or any Subsidiary is a party of Parent after the Effective Time, to compete in or by which conduct any line of them is bound business or to which compete with any Person or in any geographic area or during any period of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawstime.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of its obligations under the terms of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents and the valid issuance and sale of the Shares and Warrant Units to be sold pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it they or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its Subsidiaries or their respective propertiesproperty, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject, which would be reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Agreements, the issuance issuance, sale and sale delivery of the Shares and Securities to be sold by the Warrant Company under this Agreement, the fulfillment of the terms of this Agreement and the Warrants, the performance by the Company of its obligations under the Transaction Agreements and/or the consummation of the transactions contemplated hereby thereby will not (ia) conflict with with, result in the breach or constitute a violation of, or default constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries properties may be bound or their respective properties are boundaffected, (Bii) the charter, by-laws Certificate of Incorporation or other organizational documents Bylaws of the Company or any SubsidiaryCompany, as amended to date or (Ciii) any statute or law, administrative judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including the Nasdaq Stock Market), governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary if its subsidiaries is a party or by which the Company or any of them its subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No Assuming the accuracy of the representations of each Purchaser in the Purchaser Suitability Questionnaire of such Purchaser (herein so called) attached hereto as Exhibit B, no consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency, self-regulatory organization, stock exchange or marketmarket (including the Nasdaq Global Market), or other governmental body in the United States is required for the execution and delivery of this AgreementAgreements, the valid issuance issuance, sale and sale delivery of the Shares and Warrant Securities to be sold pursuant to this Agreement, the Transaction Agreement and Warrants other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except or for any securities filings required to be made under federal or state securities lawslaws applicable to the offering of Securities.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution execution, delivery and delivery performance of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws or the rules of the Nasdaq Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not not, assuming compliance with the matters referred to in Sections 3.2 and 3.3, (ia) contravene or conflict with the Company Charter or the Company By-Laws or the organizational documents of any Company Subsidiary, (b) contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with or without the giving of notice or the passage of time would become a default) under or both) undergive rise to a material right of termination, (A) cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or to a loss of any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument benefit to which the Company or any Subsidiary of its Subsidiaries is a party entitled under any provision of any agreement, contract or by which it other instrument binding upon the Company or any of its Subsidiaries or their respective properties are boundany license, (B) the charterfranchise, by-laws permit or other organizational documents of similar authorization held by the Company or any Subsidiaryof its Subsidiaries, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iid) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien on any of the material properties or assets asset of the Company or any Subsidiary of its Subsidiaries, except for such contraventions, conflicts or an acceleration violations referred to in clause (b) or defaults, rights of indebtedness pursuant to any obligationtermination, agreement cancellation or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order ofacceleration, or registrationlosses or Liens referred to in clause (c) or (d) that would not, qualification individually or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the valid issuance and sale "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of the Shares and Warrant pursuant to this Agreement, any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.15) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or will be made the Company Balance Sheet, as the case may be) or obtained prior to (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the Closing Date, and except for any securities filings required to be made under federal or state securities lawsordinary course of business.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary (each, a “Subsidiary” and collectively, the “Subsidiaries”) is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws Bylaws, or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, properties or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the issuance of the Underlying Shares, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clause (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. Assuming the correctness of the representations and warranties of each of the Investors set forth in Section 5 hereof, the offer and sale of the Securities hereunder is exempt from registration under the Securities Act. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Transaction Documents and the valid issuance and sale of the Shares Securities to be sold and Warrant issued pursuant to this Agreementthe Agreements, including the issuance of the Underlying Shares, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws and applicable NASD rules, which will be made in a timely manner except as set forth in Section 4.17.