Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (a) This Agreement and all documents executed pursuant hereto by the Acquired Company are valid and binding obligations of the Acquired Company, enforceable in accordance with their respective terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by similar laws relating to the availability enforcement of specific performance, injunctive relief or other equitable remedies, creditors' remedies generally and (c) to the extent that the enforceability by general principles of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance by the Acquired Company of this Agreement and all agreements, documents and instruments contemplated hereby (collectivelyto which the Acquired Company is a party, including, without limitation, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion SharesHousehold Redemption Agreement, have been duly authorized by any and all necessary corporate or other action of the Acquired Company. The execution execution, delivery and performance by the Acquired Company of this AgreementAgreement and all agreements, documents and instruments contemplated hereby, the sale and delivery redemption of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Household Shares and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments related hereto do not and will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Acquired Company is a party or by which it or any of its assets are bound, or any provision of the Certificate of Incorporation Articles or Bylaws, or cause the creation of any encumbrance a Claim (as defined in Section 7.10 hereof) upon any of the material assets of the Acquired Company, any of which would have a Material Adverse Effect; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Acquired Company, any of which would have a Material Adverse Effect; (iii) require from the Acquired Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal (except that which has been waived or state securities or blue sky laws, or such other post-closing filings that may be requiredobtained); or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Acquired Company is a party or by which the Acquired Company is bound. (b) The Founding Stockholder has full authority, power and capacity to enter into and perform this Agreement and all agreements, documents and instruments contemplated hereby which are to be executed by such Founding Stockholder and to carry out the transactions contemplated hereby and thereby. This Agreement and all agreements, documents and instruments executed by each Founding Stockholder pursuant hereto are valid and binding obligations of such Founding Stockholder enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to the enforcement of creditors' remedies generally and by general principles of equity. The execution, delivery and performance by the Founding Stockholder of this Agreement and all agreements, documents and instruments to be executed and delivered by such Founding Stockholder pursuant hereto do not and will not: (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Founding Stockholder is a party or by which he or his assets are bound; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Founding Stockholder; (iii) require from the Founding Stockholder any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party (except that which has been waived or obtained); or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Founding Stockholder is a party or by which the Founding Stockholder is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto by the Purchaser are valid and binding obligations of the CompanyPurchaser, enforceable in accordance with their respective terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by similar laws relating to the availability enforcement of specific performance, injunctive relief or other equitable remedies, creditors' remedies generally and (c) to the extent that the enforceability by general principles of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance by the Purchaser of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stockhereby, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred StockPayment Shares pursuant to Section 1.2(b), the issuance of the Conversion Shares, Stock Options pursuant to Section 1.2(c) and the performance of any transaction all other transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments related hereto do not and will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation obligations to which the Company Purchaser is a party or by which it or any of its assets are bound, or any provision of the Certificate its Articles of Incorporation or Bylaws, or cause the creation of any encumbrance Claim upon any of the material assets of the CompanyPurchaser which would have, or would be reasonably likely to have a Purchaser Material Adverse Effect (as defined in Section 7.10); (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyPurchaser, any of which would have a Purchaser Material Adverse Effect; (iii) require from the Company Purchaser any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other any third party other than pursuant to federal (except that which has been waived or state securities or blue sky laws, or such other post-closing filings that may be requiredobtained); or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization authorizations to which the Company Purchaser is a party or by which the Company Purchaser is bound.

Authorization and Non-Contravention. The execution, delivery and performance by the Company is not in violation of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Company pursuant to or as contemplated by this Agreement and the issuance, judgmentexecution, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in delivery and performance of the aggregate, reasonably be expected to result in a Material Adverse EffectTransaction Documents and the issuance of the Shares have been duly authorized by all necessary corporate action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (collectivelyand the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”), the sale issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, Transaction Documents and the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBylaws of the Company, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany except as provided herein; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Notes, the Warrants and the Shares (collectively, the "Instruments") under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by the Subsidiary of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Subsidiary pursuant to or as contemplated by this Agreement and the issuance, judgmentexecution, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in delivery and performance of the aggregate, reasonably be expected to result in a Material Adverse EffectTransaction Documents have been duly authorized by all necessary corporate action of the Subsidiary. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument constitute valid and binding obligations of the CompanySubsidiary, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Subsidiary of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Subsidiary pursuant hereto or as contemplated hereby (collectivelyand the performance by the Subsidiary of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”), the sale issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale Transaction Documents do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company Subsidiary is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBylaws of the Subsidiary, or cause the creation of any encumbrance upon any of the material assets of the CompanySubsidiary except as provided herein; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanySubsidiary; (iiiC) require from the Company Subsidiary any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Instruments under the Securities Act, and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company Subsidiary is a party or by which the Company Subsidiary is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (a) This Agreement and all documents executed pursuant hereto or otherwise in connection herewith (including without limitation the Contribution Agreements and the documents and other agreements executed in connection therewith) are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or other laws affecting enforcement creditors' rights and the availability of creditors’ rights generally or by equitable principles, remedies which are subject to the discretion of the court before which an action may be brought. (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby executed pursuant hereto or otherwise in connection herewith (collectively, including without limitation the “Ancillary Documents”), Contribution Agreements and the sale documents and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, other agreements executed in connection therewith) have been duly authorized by all necessary corporate or other action of the Company. . (c) The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Agreement and the performance of any transaction contemplated hereby or by the Ancillary Documents will shall not (i) violate, conflict with or result in a default under any contract or obligation to which the Company or any Subsidiary is a party or by which it or its any Subsidiary or any of their assets are bound, or any provision of the its Certificate of Incorporation or Bylaws, each as amended to date, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany or any Subsidiary; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, under any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Companyagency; (iii) require from the Company or any Subsidiary any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (iv) accelerate any obligation under, under or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any Senior Lender has full right, authority and power to enter into this Agreement and each agreement, instrumentdocument and instrument to be executed and delivered by or on behalf of such Senior Lender pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, judgmentand the execution, decreedelivery and performance by such Senior Lender of this Agreement and each such other agreement, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectdocument and instrument have been duly authorized by all necessary action. This Agreement and all documents each agreement, document and instrument executed and delivered by the Senior Lender pursuant hereto are to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, each such Senior Lender enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, delivery and performance by the Senior Lender of this Agreement and all agreementseach such other agreement, documents document and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Sharesinstrument, and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents and thereby do not and will not not: (iA) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which any such Senior Lender is a party or by which it or its assets are bound, or cause the creation of any material encumbrance upon any of the assets of such Senior Lender; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Companysuch Senior Lender; (iiiC) require from the Company such Senior Lender any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company any such Senior Lender is a party or by which the Company such Senior Lender is bound.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by Lineo of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by Lineo pursuant to or as contemplated by this Agreement, judgmentincluding, decreewithout limitation, orderthe issuance and delivery of the Lineo Shares, statutehave been duly authorized, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectby all necessary corporate action on behalf of Lineo. This Agreement and all documents each such other agreement, document, and instrument, when executed pursuant hereto are and delivered, will constitute valid and binding obligations of the CompanyLineo, enforceable in accordance with their respective terms, except (a) as may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, and (bii) as limited by general principles of equity and/or laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by Lineo of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by Lineo pursuant hereto or as contemplated hereby (collectivelyand the performance by Lineo of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”)offer, the sale sale, issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Lineo Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract material contract, mortgage, indenture, contract, instrument or obligation to which the Company Lineo is a party or by which it or its assets are bound, or any provision of the Certificate Lineo Articles of Incorporation or Lineo Bylaws, or cause the creation of any material lien, charge or encumbrance upon any of the material assets of the CompanyLineo; (iiB) to Lineo's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order judgment, order, writ, decree or statute of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyLineo; (iiiC) require from the Company Lineo any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant such filings as have been made prior to federal or the Closing and/or as may be required to secure an exemption from qualification of the offer and sale of the Lineo Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination termination, suspension, revocation or impairment of, any material agreement, permit, license or authorization applicable to which the Company is a party any of Lineo's, operations, assets or properties, or by which the Company Lineo is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto Transaction Documents are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Transaction Documents”), the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, if converted in accordance with the Certificate of Incorporation, the issuance of the Common Stock received upon conversion of the Series F B Preferred Stock, Stock (the issuance of the "Conversion Shares"), have been duly authorized by all necessary corporate or other action of the CompanyCompany and its stockholders. The execution execution, delivery and performance of this Agreementthe Transaction Documents, including, without limitation, the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, upon conversion of if the Series F Preferred StockShares are converted, the issuance of the Conversion Shares, Shares in accordance with the Certificate of Incorporation and the performance of any transaction transactions contemplated hereby or by the Ancillary Transaction Documents will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBy-Laws, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which would not have a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company, except for those which would not have a Material Adverse Effect; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound, which acceleration or termination would have a Material Adverse Effect.

Authorization and Non-Contravention. (a) All corporate or other organizational action required to be taken by the Company and the Selling Parties in order to authorize the Company to enter into the Transaction Agreements, has been taken or will be taken at or prior to the Closing. All action on the part of the officers, directors and equityholders of the Company necessary or appropriate for the execution and delivery of the Transaction Agreements and the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing has been taken or will be taken prior to the Closing. The Company is Transaction Agreements, when executed and delivered by the Company, (i) shall not violate or conflict with any of the Organizational Documents of the Company, (ii) shall not conflict with, result in a breach or violation of, or constitute a default under, result in the creation of any term Lien on any of the Equity Interests or provision assets of the Company, give rise to an event creating rights of acceleration, amendment, suspension, revocation, termination, modification or cancellation of, or result in a loss of rights under, any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or Contract to which it is the Company or the Selling Parties are a party, except where such violations subject or otherwise bound in any manner that could notreasonably be expected to have, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement Effect and all documents executed pursuant hereto are (iii) shall constitute valid and legally binding obligations of the CompanyCompany and the Selling Parties, enforceable against the Company and the Selling Parties in accordance with their terms, respective terms except (ax) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, (by) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c. Except as set forth in Schedule 3.3(a) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The executionDisclosure Schedules, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violateno consent, conflict with approval, Order or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation authorization of, or constitute a default (whether after the giving of noticeregistration, lapse of time or both) underqualification, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice todesignation, declaration or filing with, any Governmental Body, and (ii) no consent, approval of or consent written notice to the counterparties any Contracts set forth on Schedule 3.8(a) of the Disclosure Schedules, is required on the part of the Company or approval ofthe Selling Parties in connection with the consummation of the transactions contemplated by this Agreement. (b) The Selling Parties have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Selling Parties and, any governmental authority assuming the due authorization, execution and delivery by Purchaser, constitutes the valid and binding obligation of the Selling Parties enforceable in accordance with its terms, except as such enforceability may be to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other third party other than pursuant to federal equitable remedies. The Selling Parties are not and have not at any time taken or state securities or blue sky laws, or such other post-closing filings been the subject of any action that may be required; have an adverse effect on his ability to comply with or (iv) accelerate perform any obligation underof the covenants or obligations under this Agreement. There is no proceeding pending, and to the Selling Parties’ knowledge, no Person has threatened to commence any proceeding, that may have an adverse effect on the ability of the Selling Parties to comply with or perform any of the covenants or obligations under this Agreement. To the Selling Parties’ knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a right basis for the commencement of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is boundsuch proceeding.

Authorization and Non-Contravention. The Transaction Documents to which the Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto party are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and other or similar laws of general application affecting the enforcement of creditors’ ' rights generally or and by equitable principles, (b) as limited by laws general principles of equity relating to the availability enforceability (regardless of specific performance, injunctive relief whether considered in a proceeding at law or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity). The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Transaction Documents”), the sale and delivery of the Series F Preferred Stock Bridge Notes in accordance with this Commitment Agreement and, upon conversion of if the Series F New Preferred StockAcquisition Option is exercised, the issuance of the Conversion SharesNew Preferred thereupon, have has been duly authorized by all necessary corporate or other action of the CompanyCompany and its stockholders, other than such consents, approvals and/or waivers as are conditions to the Closing (the "Disclosed Requirements"). The execution of this AgreementAssuming the Disclosed Requirements are satisfied, the sale execution, delivery and delivery performance of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Transaction Documents will not not: (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Revised Charter or by-laws of Incorporation or Bylawsthe Company, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which do not, or are not reasonably likely to, result in a Material Adverse Effect; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company, except for those which do not, or are not reasonably likely to, result in a Material Adverse Effect; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, laws or such other post-closing filings that may be requiredwhere the failure to do so is not reasonably likely to result in a Material Adverse Effect; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable Target has the requisite company power and authority to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This execute and deliver this Agreement and all documents executed pursuant hereto are valid the other agreements required to be delivered by the Target (the “Ancillary Agreements” and binding obligations of to consummate the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium transactions contemplated hereby and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawthereby. The execution, delivery and performance of this Agreement and all agreements, documents the Ancillary Agreements and instruments the consummation of the transactions contemplated hereby (collectivelyand thereby have been duly and validly authorized by the Target and no other proceeding on the part of the Target is necessary to authorize the execution, delivery and performance of this Agreement or the “Ancillary Documents”)Agreements or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Section 3.2 of the Disclosure Schedule, neither the sale execution and delivery of this Agreement and the Series F Preferred Stock and, upon conversion Ancillary Agreements nor the consummation or performance of the Series F Preferred Stockcontemplated transactions thereunder will, directly or indirectly (with or without notice or lapse of time) (i) breach any provision of any resolution adopted by the issuance Target; (ii) breach or give any governmental body or other person the right to challenge any of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents will not to exercise any remedy or obtain any relief under any legal requirement or any order to which any Member may be subject; (iiii) violatecontravene, conflict with or result in a default under any contract violation or obligation to which the Company is a party or by which it or its assets are bound, or any provision breach of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate terms or result in a violation requirements of, or constitute a default give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify any government authorization or permit that is held by the Target or that otherwise related to the Assets or to the Business; (whether after iv) except for taxes on income earned by the giving of noticeBuyer following the Closing, lapse of time cause the Buyer to become subject to, or both) underto become liable for, any provision the payment of any lawtax imposed, regulation assessed or rule, collected by or any order of, or any restriction imposed by any court or other governmental agency applicable to under the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, authority of any governmental authority body or other third party other than pursuant to federal or state securities or blue sky laws, or such other postpayable under any tax-closing filings that may be requiredsharing agreement; or (ivv) accelerate result in any obligation under, or give rise to Member having a right to exercise dissenter’s appraisal rights. This Agreement has been, and the Ancillary Agreements will be, duly executed and delivered by the Sellers and, assuming the valid execution and delivery by all counterparties thereto, will constitute the valid and binding agreements of termination ofthe Sellers, any agreementenforceable against the Sellers in accordance with their respective terms, permitexcept to the extent that enforceability may be limited by bankruptcy, license or authorization to which moratorium, reorganization and other laws affecting the Company is a party or enforcement of creditors’ rights generally and by which the Company is boundgeneral principals of equity.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by Ebiz of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by Ebiz pursuant to or as contemplated by this Agreement, judgmentincluding, decreewithout limitation, orderthe issuance and delivery of the Ebiz Shares, statutehave been duly authorized, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectby all necessary corporate action on behalf of Ebiz. This Agreement and all documents each such other agreement, document, and instrument, when executed pursuant hereto are and delivered, will constitute valid and binding obligations of the CompanyEbiz, enforceable in accordance with their respective terms, except (a) as may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, and (bii) as limited by general principles of equity and/or laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by Ebiz of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by Ebiz pursuant hereto or as contemplated hereby (collectivelyand the performance by Ebiz of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”)offer, the sale sale, issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Ebiz Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract material contract, mortgage, indenture, contract, instrument or obligation to which the Company Ebiz or any of its Subsidiaries is a party or by which it or its assets are bound, or any provision of the Certificate Ebiz Articles of Incorporation or Ebiz Bylaws, or cause the creation of any material lien, charge or encumbrance upon any of the material assets of the CompanyEbiz or any of its Subsidiaries; (iiB) to Ebiz's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order judgment, order, writ, decree or statute of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyEbiz or any of its Subsidiaries; (iiiC) require from the Company Ebiz any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant such filings as have been made prior to federal or the Closing and/or as may be required to secure an exemption from qualification of the offer and sale of the Ebiz Shares under the Securities Act of 1933 (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination termination, suspension, revocation or impairment of, any material agreement, permit, license or authorization applicable to any of Ebiz's, or any of its Subsidiaries', business, operations, assets or properties, to which the Company Ebiz, or any of its Subsidiaries, is a party or by which the Company Ebiz is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement Agreement, the Related Agreements and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”)hereby, the sale and delivery of the Series F B Preferred Stock and, upon conversion of the Series F B Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F B Preferred Stock and, upon conversion of the Series F B Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents Related Agreements will not (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBylaws of the Company, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto hereto, are valid and binding obligations of the CompanySeller, enforceable against Seller in accordance with their respective terms, except (a) as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and other laws subject to general principles of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale executed and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Sharesdelivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other action actions of the CompanySeller. The execution of this AgreementExcept as set forth in Schedule 2.3, the sale execution and delivery of the Series F Preferred Stock andthis Agreement and all agreements, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, documents and instruments to be executed and delivered by Seller pursuant hereto and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments, do not and will not not: (i) violateviolate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Seller’s Certificate of Incorporation or BylawsBy-laws, or cause the creation of any encumbrance Claim upon any of the material assets of the CompanyBusiness; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency Legal Requirement applicable to the CompanyBusiness; (iii) require from the Company Buyer or Seller any pre-closing or post-closing notice toof, declaration or filing with, or consent or approval of, of any governmental authority Governmental Authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (iv) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, Approval or Contract of the Business or by which the Purchased Assets are bound or any permit, license or other authorization issued to which the Company is a party or Business by which any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the Company is bound“Permits”).

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it This Agreement is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations obligation of the Company, enforceable in accordance with their its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating generally. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawtransactions contemplated hereby. The execution, delivery and performance of this Agreement and all agreements, documents and instruments the consummation of the transactions contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate any of the transactions contemplated hereby, other than the adoption of this Agreement by the Stockholders in accordance with Delaware Law. The execution Company Board has, as of the date hereof, approved and deemed this Agreement to be advisable and determined that the Merger is fair to and in the best interest of the Company and the Stockholders. The execution, delivery and performance of this Agreement, Agreement and the sale and delivery consummation of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents will not not: (ia) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBy-Laws, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iib) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or or, to the knowledge of the Company, any order of, or any restriction imposed by any court or other governmental agency applicable to any of the Company, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iiic) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state applicable securities or laws (including, without limitation, U.S. “blue sky sky” laws, or such other post-closing filings that may be required); or (ivd) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents and instruments executed pursuant hereto (including without limitation the Series F Common Warrants and the Second Amended and Restated Voting Rights Agreement) (as defined in Section 5.8) have been duly executed and delivered by the Company and are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectivelyhereby, including the “Ancillary Documents”)issuance, the sale and delivery of the Shares and the Series F Preferred Common Warrants, and the reservation, issuance and delivery of the shares of Common Stock and, upon the conversion of the Shares or the exercise of the Series F Preferred Stock, the issuance of the Conversion SharesCommon Warrants, have been duly authorized by all necessary corporate or other action of the Company. The Except as set forth on EXHIBIT F hereto, the execution and delivery of this Agreement, the sale issuance and delivery of the Shares and the Series F Preferred Common Warrants, the reservation of the shares of Common Stock and, upon conversion of the Shares or the exercise of the Series F Preferred StockCommon Warrants, the issuance and delivery of the Conversion Sharesshares of Common Stock, and the performance or consummation of any transaction other transaction, or the execution and delivery of any other document or instrument, contemplated hereby or by the Ancillary Documents thereby will not not: (i) violate, conflict with or with, result in a default under or acceleration of any contract obligation under, give rise to a right of consent to or obligation give rise to a right of termination of any contract, instrument, agreement, indenture, obligation, authorization or commitment to which the Company is a party or by which it or its assets are boundbound or affected, or any provision of the Amended and Restated Certificate of Incorporation or BylawsBy-laws of the Company, or cause the creation of any lien, charge, claim, restriction or encumbrance of any nature upon any of the material properties or assets of the Company; , except pursuant to this Agreement and the agreements contemplated hereby or (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any lawstatute, ordinance, regulation or rule, or any decree, judgment or order of, or any restriction imposed by by, any court or other federal, state or local governmental agency applicable to the Company; (iii) require from body or agency, which is binding on the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is boundits assets.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreementThis Agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement Related Agreements and all documents executed pursuant hereto and thereto are valid and binding obligations of the Holding Company, enforceable in accordance with their terms, terms except (a) as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and fraudulent transfer or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, and (bii) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement Agreement, the Related Agreements and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”)and thereby, the sale and delivery of the Series F A Preferred Stock and, upon conversion of the Series F Preferred Stockthereof, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Holding Company. The execution of this AgreementAgreement and the Related Agreements, the sale and delivery of the Series F A Preferred Stock and, upon conversion of the Series F Preferred Stockthereof, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents and thereby will not (i) violate, conflict with or result in a default under (a) any contract or obligation to which the Company is a party or by which it or its assets are boundDisclosed Contract, or (b) any provision of the Certificate Charter Documents of Incorporation or Bylawsthe Company, or (ii) cause the creation of any encumbrance Lien upon any of the material assets of the Company; (iiiii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iiiiv) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or and state securities or blue sky laws, or such other post-closing laws and notices to and/or filings that may be requiredwith state insurance regulatory authorities listed on Section 2.2 of the Disclosure Schedule; or (ivv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license Permit or authorization Disclosed Contract to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The execution, delivery and ----------------------------------- performance by the Company is not in violation of any term or provision this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby and the issuance and delivery of any agreement(i) the Convertible Preferred Shares, instrument(ii) upon the conversion of the Convertible Preferred Shares, judgmentthe Conversion Shares, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in and (iii) the aggregate, reasonably be expected to result in a Material Adverse EffectWarrants have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (collectively, and the “Ancillary Documents”), the sale issuance and delivery of (i) the Series F Convertible Preferred Stock andShares, (ii) upon the conversion of the Series F Convertible Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and (iii) the performance Warrants do not and will not, in such a way as to result in a material adverse effect on the Company's assets, liabilities, condition (financial or otherwise), business or results of any transaction contemplated hereby or by the Ancillary Documents will not operations, on a consolidated basis (ia "Material Adverse Effect"): (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, bound or cause the creation of any encumbrance upon any of the material assets of the Company; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, law regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (ivC) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby and the issuance and delivery of (i) the Convertible Preferred Shares, (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares and (iii) the Warrants, do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) of any provision of the Certificates of Incorporation or By-laws of the Company or (B) except as set forth on the Disclosure Schedule, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it This Note is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations obligation of the CompanyBorrower, enforceable in accordance with their its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ creditors‛ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery delivery, issuance and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note have been duly authorized by all necessary corporate or other action of the CompanyBorrower. The execution execution, delivery and issuance of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents this Note will not not: (i) violateviolate or result in a violation of, conflict with or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company Borrower is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation charter or Bylawsbylaws, or cause the creation of any encumbrance liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements (except as provided herein), voting trusts, encumbrances, rights or restrictions of any nature upon any of the material assets of the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iii) require from the Company Borrower any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than party, except for notice filings pursuant to federal or Regulation D of the Securities Act and applicable state securities or blue sky laws, or such other post-closing filings that may be required; laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company Borrower is a party or by which the Company it is boundBound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto Transaction Documents are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Transaction Documents”), the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, if the Shares are converted in accordance with the Certificate of Incorporation (as amended to date, including by any Certificates of Designations, the "Certificate of Incorporation"), the issuance of the common stock, par value $0.01 per share (the "Common Stock") received upon conversion of the Series F C Preferred Stock, Stock (the issuance of the "Conversion Shares"), have been duly authorized by all necessary corporate or other action of the CompanyCompany and its stockholders. The execution execution, delivery and performance of this Agreementthe Transaction Documents, including, without limitation, the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, upon conversion of if the Series F Preferred StockShares are converted, the issuance of the Conversion Shares, Shares in accordance with the Certificate of Incorporation and the performance of any transaction transactions contemplated hereby or by the Ancillary Transaction Documents will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBy-Laws, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which would not have a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company, except for those which would not have a Material Adverse Effect; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound, which acceleration or termination would have a Material Adverse Effect.

Authorization and Non-Contravention. (a) The execution, delivery and performance by the Company is not in violation of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Company pursuant to or as contemplated by this Agreement (including, judgmentwithout limitation, decreethe Redemption Agreements) and the issuance and delivery of (i) the Convertible Preferred Shares, orderand (ii) upon the conversion of the Convertible Preferred Shares, statutethe Conversion Shares, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in have been duly authorized by all necessary corporate action of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument (including, without limitation, the Redemption Agreements) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (collectivelyincluding, without limitation, the “Ancillary Documents”)Redemption Agreements) and the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the sale issuance and delivery of (i) the Series F Convertible Preferred Stock and, Shares and (ii) upon the conversion of the Series F Convertible Preferred StockShares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action do not and will not: (A) except as set forth in Section 2.2 of the Company. The execution of this AgreementDisclosure Schedule, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBy-laws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (ii13) to the Company's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) except as set forth in Section 2.2 of the Disclosure Schedule, require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) Each Shareholder has full right, authority, power and (if applicable) capacity to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of such Shareholder pursuant to or as contemplated by this Agreement (including, if applicable, a Redemption Agreement) and to carry out the transactions contemplated hereby and thereby. This Agreement and each other agreement, document and instrument executed and delivered by each Shareholder pursuant to or as contemplated by this Agreement (including, if applicable, a Redemption Agreement) constitute, or when executed and delivered will constitute, valid and binding obligations of such Shareholder enforceable in accordance with their respective terms, except as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. The execution and delivery by each Shareholder of this Agreement and each other agreement, document and instrument to be executed and delivered by each Shareholder pursuant hereto or as contemplated hereby (including, if applicable, a Redemption Agreement), and the performance by such Shareholder of the transactions contemplated hereby and thereby do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which such Shareholder is a party or by which such Shareholder's assets are bound, or any provision of the Articles of Incorporation or By-laws of the Company, or cause the creation of any material encumbrance upon any of the assets of such Shareholder or the Company; (B) to the Shareholder's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company or such Shareholder; (C) require from such Shareholder or the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other material third party other than as may be required to secure an exemption from qualification of the offer and sale of the Securities under the Securities Act and applicable state securities and blue sky laws; or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which such Shareholder or the Company is a party or by which such Shareholder or the Company is bound.

Authorization and Non-Contravention. (a) All corporate or other organizational action required to be taken by the Blockers and the Blocker Sellers in order to authorize the Blockers to enter into the Transaction Agreements, has been taken or will be taken at or prior to the Closing. All action on the part of the officers, directors and stockholders of the Blockers necessary or appropriate for the execution and delivery of the Transaction Agreements and the performance of all obligations of each Blocker under the Transaction Agreements to be performed as of the Closing has been taken or will be taken prior to the Closing. The Company is Transaction Agreements, when executed and delivered by each Blocker, (i) shall not violate or conflict with any of the Organizational Documents of such Blocker, (ii) shall not conflict with, result in a breach or violation of, or constitute a default under, result in the creation of any term Lien on any of the Blocker Equity or provision assets of such Blocker, give rise to an event creating rights of acceleration, amendment, suspension, revocation, termination, modification or cancellation of, or result in a loss of rights under, any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or Contract to which it is such Blocker or such Blocker Seller are a party, except where such violations subject or otherwise bound in any manner that could notreasonably be expected to have, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement Effect and all documents executed pursuant hereto are (iii) shall constitute valid and legally binding obligations of the Companyeach Blocker and each Blocker Seller, enforceable against each Blocker and each Blocker Seller in accordance with their terms, respective terms except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c. Except as set forth in Schedule 2.3(a) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The executionDisclosure Schedules, delivery and performance of this Agreement and all agreementsno consent, documents and instruments contemplated hereby (collectivelyapproval, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate Order or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation authorization of, or constitute a default (whether after the giving of noticeregistration, lapse of time or both) underqualification, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice todesignation, declaration or filing with, any Governmental Body, and no consent, approval of or consent written notice to any other third party, is required on the part of each Blocker or approval ofeach Blocker Seller in connection with the consummation of the transactions contemplated by this Agreement. No Blocker is in violation of any of the provisions of its Organizational Documents in any material respect, any governmental copies of which (including all amendments thereto) have been provided to Purchaser. (b) The Blocker Sellers have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Blocker Sellers and, assuming the due authorization, execution and delivery by Purchaser, constitutes the valid and binding obligation of the Blocker Sellers enforceable in accordance with its terms, except as such enforceability may be to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other third party other than pursuant to federal equitable remedies. The Blocker Sellers have not at any time taken or state securities or blue sky laws, or such other post-closing filings been the subject of any action that may be required; have an adverse effect on its ability to comply with or (iv) accelerate perform any obligation underof the covenants or obligations under this Agreement. There is no proceeding pending, and to the Blocker Sellers’ knowledge, no person has threatened in writing to commence any proceeding, that may have an adverse effect on the ability of the Blocker Sellers to comply with or perform any of the covenants or obligations under this Agreement. To the Blocker Sellers’ knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a right basis for the commencement of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is boundsuch proceeding.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement has been duly executed and all documents executed pursuant hereto are delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with their its terms, except as enforceability may be limited by: (ai) as limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally or by equitable principles, generally; and (bii) as limited by laws Laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies. The execution, delivery and (c) to the extent that the enforceability performance of this Agreement has been duly authorized by all necessary corporate action of the indemnification provisions herein Company and in the Registration Rights Agreement may be limited by applicable lawits stockholders. The execution, delivery and performance of this Agreement and all agreements, documents and instruments the consummation of the transactions contemplated hereby (collectively, the “Ancillary Documents”), the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (i) violateviolate or result in a violation of, conflict with or result in constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which it the Company’s or its Affiliate’s assets are boundbound or affected, or any provision of the Certificate of Incorporation Company’s governing documents, or Bylaws, result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the material assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any order of, or governmental entity (in any restriction imposed by any court or other governmental agency territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent consent, approval, authorization or approval of, order of any governmental authority entity or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination termination, amendment or cancellation of, any agreementpermits, permitauthorizations, license or authorization approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which the Company is boundit or its property or assets are bound or affected.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (collectivelyincluding, without limitation, the “Ancillary Documents”Redemption Agreement (as defined in Section 4.5 hereof), ) and the sale issuance and delivery of (i) the Series F Convertible Preferred Stock andShares and the Common Shares, and (ii) upon the conversion of the Series F Convertible Preferred StockShares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution This Agreement and all documents executed by the Company pursuant hereto (including, without limitation, the Redemption Agreement) are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights and remedies and (ii) general principles of equity, including without limitation, general principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law). Except as set forth in SECTION 2.2(A) OF THE DISCLOSURE SCHEDULE, the execution, delivery and performance by the Company of this AgreementAgreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the sale Redemption Agreement) and the issuance and delivery of (i) the Series F Convertible Preferred Stock and, Shares and Common Shares and (ii) upon the conversion of the Series F Convertible Preferred StockShares, the issuance of the Conversion Shares, do not and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsCode of Regulations of the Company, or cause the creation of any encumbrance upon any of the material assets of the Company; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) Each Shareholder has full right, authority, power and (if applicable) capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Shareholder pursuant to or as contemplated by this Agreement (including, without limitation, the Redemption Agreement) and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by each Shareholder pursuant to or as contemplated by this Agreement (including, without limitation, the Redemption Agreement) constitute, or when executed and

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (a) This Agreement and all documents executed pursuant hereto are valid and binding obligations of the CompanyCompany and, if applicable, such Selling Stockholder, as the case may be, enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ creditor's rights generally or by equitable principlesgenerally, (b) and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies, and or (cii) to the extent that the enforceability of the indemnification provisions herein and contained in Section 8.3 or in the Registration Rights Agreement may be limited by applicable lawfederal or state securities laws, or public policy considerations. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”)hereby, the sale and delivery of the Series F Preferred Stock Class B Common Shares and, upon conversion of the Series F Preferred StockClass B Common Shares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. Such Selling Stockholder has full authority, power and capacity to enter into this Agreement and all agreements, documents and instruments contemplated hereby which are to be executed by such Selling Stockholder. (b) The execution of this Agreement, the sale and delivery of the Series F Preferred Stock Class B Common Shares and, upon conversion of the Series F Preferred StockClass B Common Shares, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default under any material contract or obligation to which the Company or such Selling Stockholder is a party or by which it the Company or its such Selling Stockholder or their assets are bound, or any provision of the Certificate Amended Charter or By-laws of Incorporation or Bylawsthe Company, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany or such Selling Stockholder; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the CompanyCompany or such Selling Stockholder except for violations which, individually or in the aggregate, would not have a Material Adverse Effect; (iii) except as contemplated by Sections 5.4 and 5.5 hereof, require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or such Selling Stockholder is a party or by which the Company or such Selling Stockholder is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement Agreement, the Related Agreements and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”)hereby, the sale and delivery of the Series F A Preferred Stock and the Warrants, and, upon conversion of the Series F A Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F A Preferred Stock and the Warrants, and, upon conversion of the Series F A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents Related Agreements will not (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBylaws of the Company, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it This Note is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations obligation of the CompanyBorrower, enforceable in accordance with their its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ creditors‛ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery delivery, issuance and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note have been duly authorized by all necessary corporate or other action of the CompanyBorrower. The execution execution, delivery and issuance of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents this Note will not not: (i) violateviolate or result in a violation of, conflict with or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company Borrower is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation charter or Bylawsbylaws, or cause the creation of any encumbrance liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements (except as provided herein), voting trusts, encumbrances, rights or restrictions of any nature upon any of the material assets of the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iii) require from the Company Borrower any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than party, except for notice filings pursuant to federal or Regulation D of the Securities Act and applicable state securities or blue sky laws, or such other post-closing filings that may be required; laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company ▇▇▇▇▇▇▇▇ is a party or by which the Company it is boundBound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all agreements, documents and instruments executed and delivered by Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating subject to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawGeneral Enforceability Exceptions. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale executed and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, delivered by Company pursuant hereto have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock andthis Agreement and all agreements, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, documents and instruments executed and delivered by Company pursuant hereto and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments, do not and will not not: (i) violateviolate or result in a violation of or result in the breach of any provision of the organizational documents of Company (ii) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance claim upon any of the material assets of the Company; (iiiii) violate or conflict with in any way, or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any lawLaw, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiiv) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority Governmental Authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except in the case of clauses (ii) through (v) as would not (1) materially and adversely affect the ability of Company to carry out its obligations under, and to consummate the transactions contemplated by this Agreement or (2) otherwise have a Material Adverse Effect.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents agreements executed pursuant hereto are valid and binding obligations of each of the CompanyIPG Entities, as applicable, enforceable in accordance with their terms, except (a) as limited by respective terms subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganization, moratorium and other similar laws of general application now or hereafter in effect affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating and to the availability general principles of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance of this Agreement and all agreements, documents and instruments agreements contemplated hereby (collectivelyhereby, the “Ancillary Documents”), the sale issuance and delivery of the Series F Convertible Preferred Stock Shares by the Company and, upon conversion of the Series F Convertible Preferred StockShares, the issuance and delivery of the Common Conversion SharesShares by the Company, have been duly authorized by all necessary corporate or other action of the Companyapplicable IPG Entities. The Except as set forth on Section 2.2 of the Disclosure Schedule, the execution and delivery of this AgreementAgreement and all agreements contemplated hereby, the sale issuance and delivery of the Series F Convertible Preferred Stock Shares and, upon conversion of the Series F Convertible Preferred StockShares, the issuance and delivery of the Common Conversion Shares, and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, will not (ia) violate, conflict with or result in a default under any material contract or obligation to which the Company an IPG Entity is a party or by which it or its assets are bound, or any provision of the Restated Certificate or by-laws of Incorporation the Company or Bylawsany Organizational Documents, or cause the creation of any encumbrance upon any of the material assets of the Company; (iib) violate or result in a violation of, or constitute a material default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Companyan IPG Entity; (iiic) require from the Company an IPG Entity any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredlaws except for the filing of the Restated Certificate; or (ivd) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company an IPG Entity is a party or by which the Company is it or its assets are bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it This Agreement is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations obligation of the Companyeach of Adherex and Adherex US, enforceable against each of them in accordance with their its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating generally. Each of Adherex and Adherex US has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawtransactions contemplated hereby. The execution, delivery and performance of this Agreement and all agreements, documents and instruments the consummation of the transactions contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the CompanyAdherex and Adherex US and no other corporate proceedings on the part of either are necessary to approve this Agreement and to consummate any of the transactions contemplated hereby, other than the adoption of this Agreement by the Shareholders in accordance with the CBCA and the rules and regulations of the TSX and the adoption of this Agreement by the sole stockholder of Adherex US in accordance with Delaware Law. The execution Adherex Board has, as of the date hereof, determined that the Merger is fair to and in the best interest of Adherex and the Shareholders. The execution, delivery and performance of this Agreement, Agreement and the sale and delivery consummation of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents will not not: (ia) violate, conflict with or result in a default under any contract or obligation to which the Company Adherex or Adherex US is a party or by which it or its assets are bound, or any provision of the Adherex Constating Documents, the Adherex US Certificate of Incorporation or Bylawsthe Adherex US By-Laws, or cause the creation of any lien or encumbrance upon any of the material assets of the CompanyAdherex or Adherex US, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iib) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or or, to the knowledge of Adherex, any order of, or any restriction imposed by any court or other governmental agency applicable to the Companyeither of Adherex or Adherex US, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iiic) require from the Company Adherex or Adherex US any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state applicable securities or laws (including, without limitation, U.S. “blue sky sky” laws, or such other post-closing filings that may be required); or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.or

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any has full right, ----------------------------------- authority and corporate power to enter into this Agreement and each agreement, instrumentdocument and instrument to be executed and delivered by or on behalf of it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, judgmentdelivery and performance by the Company of this Agreement and all other agreements, decreedocuments and instruments to be executed and delivered by the Company as contemplated hereby, orderand the issuance and delivery of (i) the Convertible Preferred Shares, statute(ii) the Conversion Shares, rule or government regulation applicable to it or to which it is a partyupon conversion of the Convertible Preferred Shares, except where such violations could not(iii) the Warrant, in (iv) the aggregateWarrant Shares, reasonably be expected to result in a Material Adverse Effectupon exercise of the Warrant and (v) the Redeemable Preferred Shares have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto are valid and binding obligations of the Company, Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (collectively, and the “Ancillary Documents”), the sale issuance and delivery by the Company of (i) the Series F Convertible Preferred Stock andShares, (ii) the Conversion Shares, upon conversion of the Series F Convertible Preferred StockShares, (iii) the issuance Warrant, (iv) the Warrant Shares, upon exercise of the Conversion Warrant and (v) the Redeemable Preferred Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreementdo not and will not, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not except as set forth in Schedule 2.2: (iA) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any material contract or obligation to which the Company is a party or by which any of its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivD) accelerate any obligation under, under or give rise to a right of termination ofof or result in a loss of a material benefit under any indenture or loan or credit agreement or any other material agreement, any agreementcontract, instrument, mortgage, lien, lease, permit, license authorization, order, writ, judgment, injunction, decree, determination or authorization arbitration award to which the Company is a party or by which the property of the Company is boundbound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (collectivelyhereby, and the “Ancillary Documents”), the sale issuance and delivery of (i) the Series F Convertible Preferred Stock andShares, and (ii) upon the conversion of the Series F Convertible Preferred StockShares in accordance with the Charter, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or and other action of the Company. The execution This Agreement and all documents to be executed by the Company or the Selling Stockholders pursuant hereto are valid and binding obligations of the Company and the Selling Stockholders enforceable in accordance with their terms. Except as set forth in Schedule 2.2, the execution, delivery and performance by the Company of this AgreementAgreement and all other agreements, documents and instruments to be executed and delivered by the sale Company and any Selling Stockholder as contemplated hereby and the issuance and delivery of (i) the Series F Convertible Preferred Stock and, Shares and (ii) upon the conversion of the Series F Convertible Preferred StockShares in accordance with the Charter, the issuance of the Conversion Shares, do not and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company or any Selling Stockholder is a party or by which any of their assets are bound, or any provision of the Charter or By-laws of the Company; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyCompany or any Selling Stockholder; (iiiC) except as contemplated by Sections 4.3, 5.8 and 6.4, require from the Company or any Selling Stockholder any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivD) accelerate any obligation under, under or give rise to a right of termination ofof or result in a loss of benefit under any indenture or loan or credit agreement or any other material agreement, any agreementcontract, instrument, mortgage, lien, lease, permit, license authorization, order, writ, judgment, injunction, decree, determination or authorization arbitration award to which the Company or any Selling Stockholder is a party or by which the property of the Company or any Selling Stockholder is boundbound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company or any Selling Stockholder.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto (the “Company Ancillary Documents”) are (assuming the due and valid authorization, execution and delivery of this Agreement and the Company Ancillary Documents by Buyer) valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement and all agreementsthe Company Ancillary Documents, documents and instruments the consummation of the transactions contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Sharesthereby, have been duly authorized by all necessary corporate or other action of the Company. The execution , and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement, the sale Company Ancillary Documents or the transactions contemplated hereby and thereby. (b) Except (x) with respect to the documents evidencing the Chase Loan and (y) as otherwise as set forth in Section 2.3 of the Disclosure Schedule, the execution and delivery of this Agreement and the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Company Ancillary Documents and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents and thereby, do not and will not not: (i) violateviolate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit or increased obligation under any contract agreement or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Organizational Documents of Incorporation or Bylawsthe Company, or cause the creation of any encumbrance Claim upon any of the material properties or assets of the Company; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency Governmental Body applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority Governmental Body or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.