Common use of No Conflict With Other Instruments Clause in Contracts

No Conflict With Other Instruments. The execution and delivery of this Agreement does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any of the properties or assets of Prosperity or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperity.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in any violation referred to in the previous sentence or be in conflict with or violate constitute, with or without the passage of time and giving of notice, either a default under any provision such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Articles of Incorporation Company or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (iiincluding without limitation pursuant to any "reset" or similar provisions) assuming all required shareholder and regulatory consents and approvalsor rights of first refusal or first offer, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries other rights that would allow or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in permit the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any holders of the properties Company's securities to purchase shares of Common Stock or assets of Prosperity or any of its Subsidiaries under, any other securities of the termsCompany (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company's securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect rights as are disclosed on ProsperitySchedule 3.7 hereto.

No Conflict With Other Instruments. The execution Except as disclosed on Schedule 3.7 hereto, neither the Company nor any of its Subsidiaries is in violation of any provisions of its Articles of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 3.7 hereto, neither the (i) execution, delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debentures and the Warrants and the reservation for issuance and issuance of the Debenture Shares and the Warrant Shares) has not and will not (i) result in any violation referred to in the previous sentence or be in conflict with or violate constitute, with or without the passage of time and giving of notice, either a default under any provision such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Articles of Incorporation Company or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (iiincluding without limitation pursuant to any "reset" or similar provisions) assuming all required shareholder and regulatory consents and approvalsor rights of first refusal or first offer, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries other rights that would allow or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in permit the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any holders of the properties Company's securities to purchase shares of Common Stock or assets of Prosperity or any of its Subsidiaries under, any other securities of the termsCompany (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company's securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect rights as are disclosed on ProsperitySchedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of the Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any material instrument or material contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default, a “Current Violation”). The execution execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (including without limitation, the filing of the Certificate of Designation, the issuance of the Preferred Shares and Warrants and the reservation and issuance of the Conversion Shares and Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, Current Violation or result in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Subsidiaries or assets the triggering of Prosperity any preemptive or, except as disclosed on Schedule 3.7, anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company’s securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise). Existing Missouri control share acquisition or business combination statutory provisions are inapplicable to the Company or to the issuance and delivery of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation the Securities to which Prosperity or any of its Subsidiaries is a party, or the Investors as contemplated by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityTransaction Documents.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its charter, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Governmental Requirement applicable to the Company, which has had or would reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation the issuance of the Debentures, the payment of any amounts due thereunder (subject to the provisions of Section 6 hereof) and the reservation for issuance and issuance of the Conversion Shares) will not (i) result in any such violation or be in conflict with or violate constitute, with or without the passage of time and giving of notice, either a default under any provision such provision, instrument or contract (including without limitation the Senior Credit Agreement) or an event which results in the creation of any Lien upon any assets of the Articles of Incorporation Company or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (iiincluding without limitation pursuant to any "reset" or similar provisions) assuming all required shareholder and regulatory consents and approvalsor rights of first refusal or first offer, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries other rights that would allow or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in permit the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any holders of the properties Company's securities to purchase shares of Common Stock or assets of Prosperity or any of its Subsidiaries under, any other securities of the termsCompany (whether pursuant to a "poison pill" provision or otherwise), conditions or provisions on the part of any note, bond, mortgage, indenture, deed holders of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. The execution Neither the Company nor any of its subsidiaries is in violation of any provisions of its charter, Bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which would have a material adverse effect on the consolidated business or financial condition of the Company and its subsidiaries taken as a whole. Other than as set forth on SCHEDULE 3.7, the (i) execution, delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) execution and filing of the Certificate of Designation, and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Dividend Payment Shares) will not (i) result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries under, subsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or, to the Company's knowledge, in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in any violation referred to in the previous sentence or be in conflict with or violate constitute, with or without the passage of time and giving of notice, either a default under any provision such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Articles of Incorporation Company or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (iiincluding without limitation pursuant to any "reset" or similar provisions) assuming all required shareholder and regulatory consents and approvalsor rights of first refusal or first offer, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries other rights that would allow or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in permit the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any holders of the properties Company's securities to purchase shares of Common Stock or assets of Prosperity or any of its Subsidiaries under, any other securities of the termsCompany (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company's securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually rights as are disclosed on Schedule 3.7 ------------ hereto or in the aggregate would not have a Material Adverse Effect on ProsperityDisclosure Documents.

No Conflict With Other Instruments. The execution Neither the Company nor ---------------------------------- any of the Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default, a "Current Violation"). Except as set forth on ----------------- Schedule 3.7 hereto, the execution, delivery of this Agreement does not, and the performance of this ------------ Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Purchased Securities and the reservation and issuance of the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, Current Violation or result in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company's securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument the Company (whether pursuant to a shareholder rights plan provision or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. The execution Neither the Company nor any ---------------------------------- of the Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default, a "Current Violation"). Except as set forth on Schedule 3.7 hereto, the execution, delivery of this Agreement does not, and the performance of this ------------ Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Purchased Securities and the reservation and issuance of the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, Current Violation or result in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company's securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument the Company (whether pursuant to a shareholder rights plan provision or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof (including without limitation the provisions of the Company's Articles of Incorporation that set forth terms of the Series B Preferred Stock) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound (including without limitation any agreement between the Company and ▇▇▇▇▇▇▇▇), or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of the Transaction Documents, (ii) execution and delivery filing of this Agreement does not, the Series B-2 Articles of Amendment and the performance of this Agreement and the (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of its subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) execution and filing of the Articles of Amendment and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. The No Approvals ------------------------------------------------ Required Except as Have Been Obtained. (a) Neither the execution and delivery of this Agreement does not, and the performance ------------------------------------- of this Agreement and the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby will not or thereby, nor compliance by the Investor with any of the provisions hereof or thereof shall (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of the Certificate of Incorporation or Bylaws of such Investor (if such Investor is a corporation) or equivalent organizational documents (if such Investor is not a corporation), (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any taxacceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of the properties or assets of Prosperity or any of its Subsidiaries under, any of the terms, conditions or provisions of such Investor pursuant to any note, bond, mortgage, indenture, deed of trust, license, lease agreement, agreement or other instrument or obligation to which Prosperity or any of its Subsidiaries is a partyobligation, or by which (iii) violate any of its properties order, writ, injunction, decree, statute, rule or assets may be bound or affectedregulation applicable to such Investor, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches breaches, creations or defaults which which, either individually or in the aggregate would aggregate, will not have a Material Adverse Effect on Prosperitysuch Investor. (b) Except as previously disclosed in writing to the Company prior to the date hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by the Investor in connection with the execution and delivery of this Agreement by the Investor or the consummation by the Investor of the transactions contemplated hereby.

No Conflict With Other Instruments. Except as set forth on Schedule 3.7, neither the Company nor any of its subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document as amended and in effect on and as of the date hereof or, to the best of the Company's knowledge, in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which would have a material adverse effect on the consolidated business or financial condition of the Company and its subsidiaries taken as a whole. The execution, delivery and performance of the Transaction Documents, the execution and delivery filing of this Agreement does notthe Certificate, and the performance of this Agreement and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Dividend Payment Shares) will not (i) result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries under, subsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default, a "CURRENT VIOLATION"). To the knowledge of the Company, except as disclosed in the SEC Documents, no employee of the Company or any of its Subsidiaries is in violation of any term of any instrument, contract or covenant (either with the Company, any of its Subsidiaries or another entity) relating to employment, Intellectual Property, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation. The execution execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Purchased Securities and the reservation and issuance of the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, Current Violation or result in the creation of any lien, charge or encumbrance Lien upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries underor the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the terms, conditions Company's securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument the Company (whether pursuant to a shareholder rights plan provision or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. The execution Company is not in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for any default under any such instrument or contract or any violation of any provision of a Governmental Requirement that, in either such case, has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default being referred to herein as a “Current Violation”). The (i) execution, delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of Current Violation or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance Lien upon any assets of the properties Company or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company’s securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany.

No Conflict With Other Instruments. The execution Company is not in violation of ---------------------------------- any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof (or on any Closing Date) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The Company is not in breach of any agreement to which it is a party or by which it is bound where such breach could have a material adverse effect on (a) the business, operations, financial condition, customer or employee relations of the Company, (b) the transactions contemplated hereby, by the other Transaction Documents or by the Certificates of Designation, (c) the Securities or (d) the ability of the Company to perform its obligations under this Agreement, the other Transaction Documents or the Certificates of Designation (collectively, a "Material Adverse ---------------- Effect"). The (a) execution, delivery of this Agreement does not, and the performance of this Agreement and the ------ other Transaction Documents, (b) execution and filing of the Certificate of Designation and (c) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance Encumbrance upon any assets of the properties Company or assets the triggering of Prosperity any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of its Subsidiaries under, any holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) execution and filing of the Certificate of Designation and (iii) except as set forth in Schedule 3.7, consummation of the transactions ------------ contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and issuance of the Conversion Shares, the Premium Shares and the Warrant Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of the Company Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Company or any Company Subsidiary, except for any such violation or default that has not had or would not reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debentures and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in any violation referred to in the previous sentence or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse contract (except with respect to contracts relating to currently outstanding Debt of time, would constitute a defaultthe Company that will be paid in full at or simultaneously with the Closing) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Company Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the termsCompany’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company’s securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect rights as are disclosed on ProsperitySchedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of the Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for any default under any such instrument or contract or any violation of any provision of a Governmental Requirement that, in either such case, has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default being referred to herein as a “Current Violation”). The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of Current Violation or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company’s securities or provisions other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument stockholder rights plan or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. The execution Except as described on Schedule 3.7 ---------------------------------- ------------ hereto, neither the Company nor any of its subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. Except as described on Schedule 3.7 hereto, the (i) ------------- execution, delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) execution and filing of the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the Warrant and the reservation for issuance and issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity Company's securities or any of its Subsidiaries is a third party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperity.

No Conflict With Other Instruments. Neither the Company nor any of its ---------------------------------- subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (including, without limitation, the provisions of the Company's Articles of Incorporation that set forth the terms of the Series B Preferred Stock) (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound (including, without limitation, any agreement between the Company and CC), or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of the Transaction Documents, (ii) execution and delivery filing of this Agreement does not, the Series B-2 Articles of Amendment and the performance of this Agreement and the (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of the Company Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Company or any Company Subsidiary, except for any such violation or default that has not had or would not reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debentures and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) conflict with result in any violation of any provisions of the Company’s or violate any of the Company Subsidiary’s Certificate of Incorporation, Bylaws or any other governing document or in a default under any provision of the Articles of Incorporation any instrument or Bylaws of Prosperity contract to which it is a party or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity by which it or any of its Subsidiaries or any of their respective properties or assetsProperty is bound, or (B) violate, conflict with, result in a breach violation of any provision of any Governmental Requirement applicable to the Company or constitute a default (any Company Subsidiary or an event whichbe in conflict with or constitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Company Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the termsCompany’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company’s securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect rights as are disclosed on ProsperitySchedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of the Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for any default under any such instrument or contract or any violation of any provision of a Governmental Requirement that, in either such case, has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default being referred to herein as a “Current Violation”). The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its obligations under the Certificate of Designation, and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of Current Violation or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge Lien upon any assets of the Company or encumbrance upon of any of the properties Subsidiaries or assets the triggering of Prosperity any preemptive or anti-dilution rights (including without limitation pursuant to any “reset” or similar provisions) or rights of first refusal or first offer, or any of its Subsidiaries under, any other rights that would allow or permit the holders of the terms, conditions Company’s securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument the Company (whether pursuant to the Rights Agreement or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. Except as set forth on ----------------------------------- Schedule 3.7, neither the Company nor any of its subsidiaries is in violation of ------------ any provisions of its Certificate of Incorporation, Bylaws or any other governing document as amended and in effect on and as of the date hereof or, to the best of the Company's knowledge, in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which would have a material adverse effect on the consolidated business or financial condition of the Company and its subsidiaries taken as a whole. The execution, delivery and performance of the Transaction Documents, the execution and delivery filing of this Agreement does notthe Certificate, and the performance of this Agreement and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Dividend Payment Shares) will not (i) result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries under, subsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Company, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debentures and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in any violation referred to in the previous sentence or be in conflict with or violate constitute, with or without the passage of time and giving of notice, either a default under any provision such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Articles of Incorporation Company or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (iiincluding without limitation pursuant to any "reset" or similar provisions) assuming all required shareholder and regulatory consents and approvalsor rights of first refusal or first offer, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries other rights that would allow or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in permit the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, charge or encumbrance upon any holders of the properties Company's securities to purchase shares of Common Stock or assets of Prosperity or any of its Subsidiaries under, any other securities of the termsCompany (whether pursuant to a shareholder rights plan provision or otherwise), conditions or provisions on the part of any noteholders of the Company's securities, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for other than such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect rights as are disclosed on ProsperitySchedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its ---------------------------------- subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The execution (i) execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, (ii) execution and filing of the Articles of Amendment and (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.

No Conflict With Other Instruments. The execution Except for X-ceed's noncompliance with the minimum net worth covenant of that certain loan agreement between X-ceed and delivery of this Agreement does notEuropean American Bank ("EAB") dated November 18, 1997 and the receipt by X-ceed of a waiver and consent from EAB with respect to such noncompliance and the transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (a) will not (i) conflict with or violate result in any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violateviolation of, conflict with, result in a breach of any provision of or constitute a breach, violation or default (or an event which, with or without notice or lapse of time, would constitute a defaultor both) under, result in the termination of or give rise to a right of termination termination, cancellation, forfeiture or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment acceleration of any taxobligation or loss of any benefit under, or result in the creation or encumbrance on any of the properties or assets of X-ceed or any Subsidiary pursuant to (i) any provision of X-ceed's Certificate of Incorporation or Bylaws, or the charter or organizational documents of any Subsidiary, as the case may be, or (ii) any agreement, contract, understanding, note, mortgage, indenture, lease, franchise, license, permit or other instrument to which X-ceed or any Subsidiary is a party or by which the properties or assets of X-ceed or any Subsidiary is bound, or (b) to the knowledge of X-ceed, conflict with or result in any breach or violation of any statute, judgment, decree, order, rule or governmental regulation applicable to X-ceed or any Subsidiary or their respective properties or assets, except, in the case of clauses (a)(ii) and (b) for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on X-ceed and its Subsidiaries, taken as a whole, or that could not result in the creation of any material lien, charge or encumbrance upon any of the properties or assets of Prosperity X-ceed or any of its Subsidiaries underSubsidiary or that could not prevent, any of materially delay or materially burden the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or transactions contemplated by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperitythis Agreement.

No Conflict With Other Instruments. Neither the Company nor any of its ---------------------------------- Subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to it, except for violations of any provision of a Governmental Requirement that has not had or would not reasonably be expected to have a Material Adverse Effect (any such violation or default, a "Current Violation"). The execution execution, delivery and delivery of this Agreement does not, and the performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Purchased Securities and the reservation and issuance of the Warrant Shares) will not (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event which, with or without notice or lapse of time, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, Current Violation or result in the creation of any lien, charge or encumbrance Lien upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries underor the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the terms, conditions Company's securities or provisions other Persons to purchase shares of any note, bond, mortgage, indenture, deed Common Stock or other securities of trust, license, lease agreement, instrument the Company (whether pursuant to a shareholder rights plan provision or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on Prosperityotherwise).

No Conflict With Other Instruments. Neither the Company nor any of its ---------------------------------- subsidiaries is in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof (including without limitation the provisions of the Company's Articles of Incorporation that set forth terms of the Series B Preferred Stock) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound (including without limitation any agreement between the Company and ▇▇▇▇▇▇▇▇), or of any provision of any Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, which violation or default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of the Transaction Documents, (ii) execution and delivery filing of this Agreement does not, the Series B-2 Articles of Amendment and the performance of this Agreement and the (iii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares) will not (i) not, in any such case, result in any such violation or be in conflict with or violate any provision of the Articles of Incorporation or Bylaws of Prosperity or similar constituent documents of any of its Subsidiaries or (ii) assuming all required shareholder and regulatory consents and approvals, and any requisite consents of third parties, are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Prosperity or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or constitute a default (or an event whichconstitute, with or without notice the passage of time and giving of notice, either a default under any such provision, instrument or lapse of time, would constitute a default) under, result in the termination of contract or a right of termination or cancellation under, accelerate the performance required by, cause Prosperity or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result an event which results in the creation of any lien, charge or encumbrance upon any assets of the properties Company or assets of Prosperity or any of its Subsidiaries undersubsidiaries or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a "poison pill" provision or otherwise), on the part of holders of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement, instrument or obligation to which Prosperity or any of its Subsidiaries is a party, or by which any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on ProsperityCompany's securities.