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 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 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 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 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 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 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, 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, 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 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, (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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Agreement, the issuance and sale purchase 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 Purchaser is a party or by which it or any of its Subsidiaries or their respective properties are boundparty, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryPurchaser, as applicable, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company Purchaser or any Subsidiary or their respective propertiesits property, 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 Purchaser 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 Purchaser 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 Purchaser 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 acquisition of the Shares and Warrant pursuant to this Agreementby Purchaser, other than with respect to such filings as have been or will may be made or obtained prior to required by Purchaser under the Closing DateSecurities Exchange Act of 1934, and except for any securities filings required to be made under federal or state securities lawsas amended (the “Exchange Act”).

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, 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 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 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 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 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 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 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 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 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 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 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 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 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 Effect, the The execution and delivery of this Agreementthe Agreements and the Additional Investment Rights, the issuance and sale of the Shares and the Warrant Additional Investment Rights to be sold by the Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the Additional Investment Rights (including, without limitation, the obligation to deliver AIR Shares upon exercise of the Additional Rights) and the consummation of the transactions contemplated hereby and 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 is a party or by which it the Company 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, 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. 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 Agreementthe Agreements and the Additional Investment Rights by the Company, the valid issuance and or sale of the Shares and Warrant the Additional Investment Rights by the Company pursuant to this Agreementthe Agreements and the valid issuance of the AIR Shares by the Company pursuant to the Additional Investment Rights, 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, 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 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 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 and or any other Transaction Document to which it is a party, nor the consummation by the Acquired Companies of the transactions contemplated hereby by this Agreement and such other Transaction Documents will not (ia) except for as set forth on ‎Section 3.05(d) of the Company Disclosure Schedule, conflict with or constitute a violation violate the Governing Documents of any Acquired Company, (b) conflict with, or result in any breach of, or constitute a default under, require notice pursuant to, or give rise to any right of termination, cancellation, modification or acceleration of (with or without whether after the giving filing of notice or the passage lapse of time or both) ), or give rise to a loss of any material benefit to which any Acquired Company is entitled to under, (Ai) except for as set forth on ‎Section 3.05(d)3 of the Company Disclosure Schedule, any provision of any Permit held by an Acquired Company or (ii) 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 Contract to which the an Acquired Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties assets are bound, (Bc) the charter, by-laws conflict with or other organizational documents of the Company violate any Order or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority Law applicable to the Company or any Subsidiary or their respective propertiesAcquired Company, or (iid) result in the creation or imposition of any lienLien upon any Company Securities or Subsidiary Securities (other than restrictions on transfer imposed by applicable securities Laws), encumbrance, claim, security interest or restriction whatsoever result in the creation of any Lien upon any of the material properties or assets of the Company any Acquired Company, (e) conflict with, alter or any Subsidiary or an acceleration of indebtedness pursuant to any obligationimpair, 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 an Acquired Company’s rights in, to or under any Company Intellectual Property Rights or the validity, enforceability, use, right to which use, registration, right to register, ownership, priority, duration, scope or effectiveness of any of the property Company Intellectual Property Rights; or assets (f) except for as set forth on ‎Section 3.05(d) of the Company Disclosure Schedule, result in or otherwise trigger termination of any licensed rights in, or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing withadditional payment obligations with respect to, 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 lawsCompany Intellectual Property Rights.

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 not, in any material respect, (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 its properties are bound, (ii) the Charter Documents of the Company 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 (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 (i) such as have been or will be made or obtained prior to the Closing Dateobtained, and except for (ii) any securities filings required to be made under federal or state securities lawslaws or by the rules of the Nasdaq National Market and (iii) any consent, approval, authorization or other order of, or registration, qualification or filing, the failure of which to obtain or make would not have a material adverse effect on the condition (financial or otherwise) of the business, operations or assets of the Company, taken 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 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 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 by the Company, the valid issuance and sale of the 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 Effect(a) The 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 of the transactions contemplated hereby hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with with, or result in a breach of any provision of, or constitute a violation of, or default (or an event which, with or without the giving of notice or the passage lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Significant Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any material note, bond, debenture, note or other evidence of indebtedness, or under any material leasemortgage, indenture, mortgage, deed of trust, loan agreementlicense, joint venture lease, agreement or other agreement instrument or instrument obligation to which the Company or any Significant Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are Significant Subsidiary may be bound, (B) the charter, by-laws or other organizational documents of to which 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 Significant 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 Significant Subsidiary may be subject, or an acceleration of indebtedness pursuant (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any obligationstatute, agreement rule or condition contained in any material bond, debenture, note regulation or any other evidence of indebtedness judgment, ruling, order, writ, injunction or any material indenture, mortgage, deed of trust or any other agreement or instrument decree applicable to which the Company or any Significant Subsidiary is a party or by which any of them is bound or to which any of the property their respective properties or assets of the Company or any Subsidiary is subject. No consentexcept, 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 case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any report required for to be filed with the execution Securities and delivery of this AgreementExchange Commission (“SEC Reports”), the valid issuance such filings and sale of the Shares and Warrant pursuant approvals as are required to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateunder any state “blue sky” laws, and except for such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any securities filings Governmental Entity is required to be made under federal or state securities lawsobtained by the Company in connection with the consummation by the Company of the Preferred Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have 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 the Agreement, the issuance and sale of the Shares and to be sold by the Warrant Company under this the Agreement, the fulfillment of the terms of this the Agreement 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; or (Bii) the chartercertificate of incorporation, 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 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 Agreement by the Company and the valid issuance and sale of the Shares and Warrant by the Company 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 the Company covenants to do in a timely manner.

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 Effectdisclosed in Section 4(d) of the Disclosure Schedule, the execution and delivery of this Agreement, the issuance and sale of Transaction Documents by the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Company and the consummation by the Company of the transactions contemplated hereby by the Transaction Documents 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 both, (i) result in any violation of any provision of the certificate 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) any material bond, debenture, note or other evidence of indebtednessresult in the modification of, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance (other than pursuant to the Supplemental Indenture) 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 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 are bound or affected, in any such case which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, (iii) conflict with or result in a breach by the Company or any Subsidiary of the terms or an acceleration provisions of, or constitute a default under, or result in the modification of, or entitle any party other than the Company to terminate, or require any consent or approval of indebtedness pursuant to any obligationsuch party with respect to, 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 that relates to any Subsidiary, (iv) violate or by which contravene any of them is bound applicable law, rule or to which any of the property or assets of the Company regulation or any Subsidiary is subject. No consentapplicable decree, approvaljudgment or order of any court, authorization federal or other order of, or registration, qualification or filing with, any state regulatory body, administrative agency, self-regulatory organization, stock exchange or market, agency or other governmental body in the United States is required for or in any other country having jurisdiction over the execution Company or any Subsidiary or any of their respective properties or assets which (x) relates to or affects the Collateral or (y) would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations of the Company and delivery the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of this Agreementthe Company to perform its obligations under, 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 lawsTransaction Documents.

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 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 or any other person is required to be made or received by the Company 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, or as may be required by securities laws of foreign countries, 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 and thereby will not (iA) result in conflict with or constitute a violation of, or result in 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, (Bii) the charterArticles of Incorporation, by-laws bylaws or other organizational documents of the Company and each of its Subsidiaries, as restated or any Subsidiaryamended, 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 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 Dateand that remain in full force and effect, and except for the filing of a Form D 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, Neither the execution and delivery by the Company of this Agreement, the issuance and sale of the Shares Certificate and the Warrant Escrow Agreement nor the performance by the Company of any of its obligations hereunder and under this the Certificate and the Escrow Agreement, the fulfillment of nor compliance with the terms of this Agreement and provisions hereof or thereof, nor the consummation of the transactions contemplated hereby will not herein and therein (iincluding, without limitation, obtaining the Stockholder Consent as contemplated by Section 5(b) conflict with or constitute hereof): 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 certificates of incorporation or bylaws (or similar organizational documents) of the Company or any material of its subsidiaries, (B) any 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 or (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 the transactions contemplated hereby; other than as expressly contemplated by this Agreement, the Certificate or their respective propertiesthe Escrow Agreement, or (ii) result results in the creation or imposition of any lien, encumbrancecharge or encumbrance upon any Investment Securities, claim, security interest the Plug Power Stock 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 its subsidiaries; or will be made subject to any preemptive right, rights of first refusal or obtained prior to the Closing Date, and except for any securities filings required to be made under federal similar rights that have not been properly waived or state securities lawscomplied with.

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 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 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 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 or any Subsidiaryof its Subsidiaries, (iii) the charter, by-laws or other organizational documents of the subsidiaries of the Company, other than the 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, which filings, if any, shall be made prior to Closing.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither 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 Company nor any Company Subsidiary 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 Company Subsidiary 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 Company Subsidiary 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 Guarantors of the Indenture, the 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, limited liability company or partnership action, as applicable, and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of (other than as expressly contemplated thereby) any lien, charge or encumbrance (in each case, other than Permitted Liens) upon any property or assets of the Company or any Company Subsidiary pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any Company Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Company Subsidiary is subject. No consent, approvalexcept for such conflicts, authorization breaches or other order ofdefaults which, individually or registrationin the aggregate, qualification would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws, partnership agreement or filing withlimited liability company agreement, as applicable, of the Company or any regulatory bodyCompany Subsidiary or any applicable law, administrative agency, self-regulatory organization, stock exchange regulation or market, administrative 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 lawscourt decree.

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 Preferred 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 for which a waiver has not been received and 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 Agreementthe Agreements and the Warrants, and the valid issuance and sale of the Preferred 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 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 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 Reynolds, or any other evidence Company Subsidi▇▇▇, (▇▇) 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 is 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 Reynolds, or any Company Subsidi▇▇▇, ▇▇ 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 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 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 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, the execution delivery and delivery performance of this Agreement, the issuance and sale ----------------- each of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Documents and the consummation of the transactions contemplated hereby and thereby does 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 subsidiary is a party or by which it or any of its Subsidiaries subsidiaries or their respective properties are boundbound (provided that Investor does not acquire 20% or more of the issued and outstanding voting stock of the Company), (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, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever Liens upon any of the material properties or assets of the Company or any Subsidiary or subsidiary, an acceleration of indebtedness indebtedness, or obligate the Company or any of its subsidiaries to make any payment or to incur any additional obligation 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 property or assets of the Company or any Subsidiary subsidiary is subjectsubject (provided that the Investor does not acquire 20% or more of the issued and outstanding voting stock of the Company), except for potential obligations under covenants relating to transactions with affiliates. 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 the Agreement, the valid issuance and sale of the Shares and the 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 other than approvals under federal or state securities lawsthe HSR Act.

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 under this Agreement and the issuance of the Warrants and Warrant under this AgreementShares 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 Subject to receipt of the Majority Investors’ Consent and the consents contemplated in Sections 3.12 and 3.13, 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 Warrants and Warrant Shares upon exercise of the Warrants 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 Effect, Neither the execution and delivery of this AgreementAgreement by the Company, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and nor the consummation of the transactions contemplated hereby hereby, nor compliance by the Company with any of the terms and provisions hereof, will not (i) violate, contravene, conflict with or constitute result in a breach of any provision of the Company's Articles of Incorporation or By-laws or the Articles or Certificate of Incorporation or By-laws (or other equivalent organizational documents) of any Subsidiary, (ii) except as set forth on Section 3.03 of the Disclosure Schedule, result in any material respects in any breach or violation of, conflict with, or constitute or result in a default (or event of default or event which, with or without the giving of notice or the passage lapse of time or both) under, would constitute such a default or event of default (A) or give rise to any material bondright of termina tion, debenturecancellation, note payment or other evidence of indebtednessacceleration, or under any material leaseother right to materially diminish the rights of, indentureor materially increase the obligations or costs to, 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) under, or (C) require 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 propertiesconsent pursuant to, or (ii) result in the creation or imposition of any lien, encumbrancecharge or encumbrance of any nature whatsoever on any of the properties or assets owned, claimleased or managed by the Company and/or any Subsidiary under the terms or provisions of, security interest any material note, bond, mortgage, license, franchise, permit, lease, indenture, agreement, contract or restriction whatsoever upon other instrument or obligation to which the Company and/or any Subsidiary is a party or to which any of the material properties or assets of owned, leased or managed by the Company or any Subsidiary are bound or an acceleration of indebtedness pursuant to any obligation, agreement otherwise affected or condition contained (iii) contravene or violate in any material bondrespects any law, debenturerule, note regulation, licensing requirement, permit, order or decree of any court, arbitrator or any other evidence agency of indebtedness government or any material indenture, mortgage, deed of trust or any other agreement or instrument to authority by which the Company or any Subsidiary is a party bound or by which any of them is bound or to which any of the property material properties or assets of owned, leased or managed by the Company or any Subsidiary is subject. No consent, approval, authorization are bound 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 lawsotherwise affected.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectset forth in Schedule 5.04, 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) contravene or conflict with the certificate of incorporation or bylaws of the Company, (b) assuming compliance with the matters referred to in Section 5.03, contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, writ, injunction, order or default (with decree of any court or without governmental authority binding upon or applicable to the giving Company or any Subsidiary or any of notice their properties or the passage of time or both) underassets, (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 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 material agreement, contract or by which it other instrument binding upon the Company or any of its Subsidiaries Subsidiary 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 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 (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 or an acceleration Subsidiary, except, in the case of indebtedness pursuant clauses (b), (c) and (d) of this Section 5.04, for any such violation, failure to obtain 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 such consent or other order ofaction, default, right, loss or registrationLien 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 expected to have a 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 any kind in respect of such asset. The Rawhide Merger Agreement has been terminated in accordance with its terms (subject to payment of the Shares amount described in the following clause), and Warrant pursuant the Company is obligated to this Agreementpay, on Tuesday, January 2, 2001, $66,500,000 to Rawhide Holdings Corporation which represents all amounts required to be paid by the Company under the Rawhide Merger Agreement and the Company has no other than such as have been or will be made or obtained financial liabilities thereunder. Immediately prior to the Closing Dateexecution hereof, and except Rawhide Holdings Corporation has agreed to waive the three day period to submit a new offer provided for any securities filings required to be made under federal or state securities lawsin Section 10.01(e) of the Rawhide Merger Agreement.

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 the Warrant Notes under this Agreement, the issuance of the Shares under the Notes, 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, (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 Agreementthe Transaction Documents, the valid issuance and sale of the Shares and Warrant Notes to be sold pursuant to this Agreementthe Agreements and the valid issuance of the Shares under 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 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 boundbound (other than notice required to be delivered to each of Tyco Sigma Limited, Leucadia National Corporation and David Cumming relating to the Pre-emptive Rights in respect of the ▇▇▇▇▇▇), (B▇▇) 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, 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 [*] Redacted for Confidential Treatment 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 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 arc 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 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 Transactions do not and will not (ia) contravene or conflict with the Company’s certificate of incorporation or bylaws, (b) assuming that all of the Company Required Governmental Consents are obtained, 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 Company Subsidiary, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without the giving of due notice or the passage lapse of time or both) under, (A) 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 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 boundany agreement, (B) the charter, by-laws contract or other organizational documents of instrument binding upon the Company or any SubsidiaryCompany Subsidiary or any license, franchise, permit or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to other similar authorization held by the Company or any Company Subsidiary or their respective properties, or (iid) result in the creation or imposition of any Lien (as defined below) on any asset of the Company or any Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent or materially impair the ability of the Company, Parent or Purchaser to consummate the Transactions. As used in this Agreement, “Lien” means any mortgage, lien, encumbrancepledge, charge, claim, security interest or restriction whatsoever upon encumbrance of any of kind; provided, however, that the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligationterm “Lien” shall not include (i) liens for water and sewer charges and current taxes, 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 assessments and other governmental body levies, fees or charges not yet due and payable or being contested in the United States is required good faith (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 which adequate reserves have been or will be made or obtained prior to reflected on the Closing DateCompany’s financial statements), (ii) mechanics, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and except for any securities filings required to be made similar liens and (iii) purchase money liens and liens securing rental payments under federal or state securities lawscapital lease arrangements.

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 Neither the Company nor any subsidiary is (i) in violation of any provision of its charter or by-laws, (ii) in violation of or in default (or, with the giving of notice or lapse of time, would be in default) under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) in violation of or in default (or, with the giving of notice or lapse of time, would be in default) under any statute, law, rule or regulation of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except as to clause (ii) and (iii) above, any such violation or default which would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect, Change except as otherwise disclosed in the Pricing Disclosure Package and Prospectus. The execution and delivery of this Agreementby the Company of, the issuance and sale of the Shares and the Warrant under this Agreementperformance by the Company of its obligations under, the fulfillment of the terms of this Agreement and the consummation of any of the transactions contemplated hereby will not (i) conflict with with, or constitute a violation breach of, or default (with under, or without result in the giving violation or imposition of notice any lien, charge or encumbrance upon any property or assets of the passage Company or any of time or both) underits subsidiaries pursuant to, (A) the charter or by-laws of the Company or any material bondof its subsidiaries, debenture(B) the terms of any indenture, note or other evidence of indebtednesscontract, or under any material lease, indenture, mortgage, deed of trust, loan note agreement, joint venture loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by bound or to 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, property is subject or (C) any statute, law, administrative regulation, ordinance rule or order of any court or governmental agency, arbitration panel or authority regulation applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of its subsidiaries of any liencourt, 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 organizationgovernmental body, stock exchange or market, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. The Company and each of its subsidiaries are not subject to any judgment, order or decree of any court, regulatory body, administrative agency, governmental body in body, arbitrator or other authority having jurisdiction over the United States is required for the execution and delivery Company or its subsidiaries or any 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 lawstheir properties.

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 D Shares and the Warrant Series D Warrants 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 D Shares to be sold pursuant to this Agreement, and Warrant the valid issuance of the Series D Warrants to be 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 or under the rules of American Stock Exchange.

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 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 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 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 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 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 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 Agreement 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 Seller is a party or by which it or any of its Subsidiaries property is bound, where such conflict, violation or default is reasonably likely to result in a material adverse effect on the Purchased Assets or their respective properties are boundintended use, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiarySeller, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable binding upon the Seller or the Purchased Assets, where such conflict, violation or default is reasonably likely to result in a material adverse effect on the Company or any Subsidiary Purchased Assets or their respective propertiesintended use, or (iiB) 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 Purchased Asset 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 Seller 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 Purchased Assets is subject, where such Lien is reasonably likely to result in a material adverse effect on the Purchased Assets or their intended use. 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 other country, and no such consent, approval or authorization of any third party, is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale consummation of the Shares and Warrant pursuant to this Agreementtransactions contemplated hereby, 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 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 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.