Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a party. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, and the Promissory Notes (collectively, the "Buyer's Closing Documents to which Buyer is a partyDocuments"), such the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a party. (b) Neither Documents. Except as set forth in Exhibit G, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer transactions contemplated hereby will give any Person person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated hereby pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement legal requirement or Order order to which Buyer may be subject; or or (iv) any material Contract contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Exhibit G, Buyer is not and will not be required to obtain any Consent from any Person person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the other documents to be executed or delivered by Buyer at Closing Documents to which Buyer is a party(collectively, such the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any i)any provision of Buyer's Organizational Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a party. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the other documents to be executed or delivered by Buyer at Closing Documents to which Buyer is a party(collectively, such the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute execute, deliver and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by this Agreement by Buyer will give any Person person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated by this Agreement pursuant to to: (i) any provision of Buyer's Organizational Documents; certificate of incorporation or bylaws; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement federal, state or Order local order, law, ordinance or regulation or injunction, judgment, order or decree of any court, administrative agency or other governmental body to which Buyer may be subject; or or (iv) any material Contract agreement, contract, obligation, promise or undertaking to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any Consent consent from any Person person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated by this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement (together with any other required agreements to be signed and delivered at Closing, the "Buyer's Closing Documents to which Buyer is a partyDocuments"), such the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its their obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments. (b) Neither Except as set forth in Schedule 4.2 (b), neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision provisions of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes and Buyer's Closing Documents constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement and Buyer's Closing Documents by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documentscharter documents or bylaws; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a party. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes and Buyer’s Closing Documents constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement and Buyer’s Closing Documents by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents’s charter documents or bylaws; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by Buyer.

Authority; No Conflict. (a) This Agreement and the Employment Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents Employment Agreements and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyEmployment Agreements. (b) Neither To Buyer’s knowledge, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's ’s Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. . (c) To Buyer’s knowledge, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents to which Buyer is a partyDocuments"), such each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Governing Documents; ; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Website Agreement, the Supply Agreement, the Licence Agreement, the Transition Agreement and each other agreement to be executed or delivered by Buyer at Closing Documents to which Buyer is a party(collectively, such the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the a legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational ’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a party. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Contemplated Transactions have been specifically authorized by the Directors of Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer it in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement and each other agreement to be executed or delivered by Buyer at Closing Documents to which Buyer is a party(collectively, such the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer it in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution The execution, delivery and delivery of this Agreement performance by Buyer nor of each Transaction Document to which it is a party and the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby and thereby: (a) have been duly authorized by Buyer will give any Person all necessary corporate action; (b) do not contravene the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision terms of Buyer's Organizational Governing Documents, or any amendment thereto; and (iic) will not violate, conflict with or result in any resolution adopted by the board breach or contravention of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order Contract to which Buyer may be subject; bound or (iv) any material Contract Legal Requirement applicable to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsBuyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, (the "Buyer's Closing Documents to which Buyer is a partyDocuments"), such the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement, the Escrow Agreement and the Non-Competition Agreement (collectively, the “Buyer’s Closing Documents to which Buyer is a partyDocuments”), such the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's ’s Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) 3.2.1 This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer it in accordance with its terms. Upon the execution and delivery by Buyer of the Buyer's Closing Documents to which Buyer is a partyDocuments, such the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents to which Buyer is a partyDocuments. (b) Neither 3.2.2 Except as set forth in Schedule 3.2.2, neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereunder by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions transactions pursuant to to: (ia) any Any provision of Buyer's Organizational Documents; ; (iib) any Any resolution adopted by the board of directors or the stockholders of Buyer; ; (iiic) any Any Legal Requirement or Order to which Buyer may be subject; or or (ivd) any material Any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 3.2.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither Except as set forth in Exhibit D, neither the execution --------- and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Exhibit D, Buyer is not and will not be required to --------- obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement (collectively, the “Buyer’s Closing Documents to which Buyer is a partyDocuments”), such the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's ’s Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither Except as set forth in Exhibit D, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. 27PAGE Except as set forth in Exhibit D, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a partyPromissory Notes, such Closing Documents the Promissory Notes will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents Promissory Notes and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyPromissory Notes . (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of each Buyer, enforceable against Buyer each of them in accordance with its terms. Upon the execution and delivery by Buyer of Buyers, the Closing Documents to which Buyer is a party, such Buyers' Closing Documents will constitute the legal, valid, and binding obligations of BuyerBuyers, enforceable against each Buyer in accordance with their respective its terms. Buyer has Buyers have the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyers' Closing Documents Document and to perform its obligations under this Agreement and the Buyers' Closing Documents to which Buyer is a partyDocuments. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer Buyers nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyers will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Buyers' Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; Buyers; (iii) any Legal Requirement or Order to which Buyer Buyers may be subject; or or (iv) any material Contract to which Buyer is Buyers are a party or by which Buyer Buyers may be bound. Buyer is Except as set forth in Schedule 4.2, Buyers are not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.this

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon , except to the execution extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and delivery by Buyer other similar laws relating to or affecting the rights and remedies of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, creditors generally and binding obligations (ii) general principles of Buyer, enforceable against Buyer in accordance with their respective termsequity. Buyer has the absolute and unrestricted right, power, corporate power and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's ’s Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iviii) any material Contract to which Buyer is a party or by which Buyer may be bound. Other than with to any required Consent that has been obtained by the Buyer, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Transaction Documents to which Buyer it is a party, such Closing Documents each of which will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Closing Transaction Documents to which it is a party and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partythereunder, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational ’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute This Agreement constitutes the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (ai) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyAgreement. (bii) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions provisions hereof by Buyer will give any Person the right to prevent, delay, or otherwise interfere with the the transaction contemplated by this agreement; (iii) Neither this agreement nor any of the Contemplated Transactions pursuant to obligations or liabilities of Buyer hereunder is inconsistent with or would be in violation of: (iA) any provision of Buyer's Organizational Documents; ; (iiB) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iiiC) any Legal Requirement or Order to which Buyer may be subject; or or (ivD) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionshereof.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyhereunder. (b) Neither Except as set forth on Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth on Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes Agreement, the legalBuyers' Release and the Buyers' Indemnification (collectively, valid, with the Buyers' Disclosure Letter and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer all of the certificates of the Buyers delivered pursuant to this Agreement, the "Buyers' Closing Documents to which Buyer is a party, such Closing Documents will Documents") constitute the legal, valid, and binding obligations of Buyerthe Buyers, enforceable against Buyer the Buyers in accordance with their respective terms. Buyer has The Buyers have the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents Buyers' Release and to perform its their obligations under this Agreement and the Buyers' Closing Documents to which Buyer is a partyDocuments. (b) Neither the execution and delivery of this Agreement by Buyer the Buyers nor the consummation or performance of any of the Contemplated Transactions by Buyer the Buyers will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which either Buyer may be subject; or or (ivii) any material Contract to which either Buyer is a party or by which either Buyer may be bound. Neither Buyer is not and nor will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer Buyers of this Agreement and the Ancillary Documents of the Closing Documents to which Buyer is a partyBuyers, such Closing Documents this Agreement and each Ancillary Document of Buyers will constitute the legal, valid, and binding obligations of BuyerBuyers, enforceable against Buyer Buyers in accordance with their respective terms. Buyer Each of the Buyers has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Ancillary Documents of the Buyers and to perform its obligations under this Agreement and the Closing Ancillary Documents to which Buyer is a partyof the Buyers. (b) Neither the execution and nor delivery of this Agreement by Buyer each of the Buyers nor the consummation or performance of any of the Contemplated Transactions by Buyer each of the Buyers will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's either of the Buyers Organizational Documents; ; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; either of the Buyers; (iii) any Legal Requirement or Order to which Buyer either of the Buyers may be subject; or or (iv) any material Contract to which Buyer either of the Buyers is a party or by which Buyer either of the Buyers may be bound. Buyer Neither of the Buyers is not and nor will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (ai) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement or the Closing Documents to which Buyer is a partyExecuted Agreements, such Closing Documents the Executed Agreements will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents Executed Agreements and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partythereunder. (bii) Neither Except as set forth in Schedule 2.3.4, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by this Agreement or the Executed Agreements by Buyer will give any Person person or entity the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions such transactions pursuant to to: (iA) any provision of Buyer's Organizational Documents’s Amended and Restated Certificate of Incorporation or Bylaws; (iiB) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; (iiiBuyer;(C) any Legal Requirement Laws or Order to which Buyer may be subject; or (ivD) any material Contract agreement to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 2.3.4, Buyer is not and will not be required to obtain any Consent consent from any Person person or entity in connection with the execution and delivery of this Agreement or the Executed Agreements or the consummation or performance of any of the Contemplated Transactionstransactions contemplated therein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each other agreement to be executed or delivered by Buyer at the Closing Documents to which Buyer is a party(collectively, such the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and by general principles of equity. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Buyer’s Closing Documents to which Buyer is a partyDocuments, and such action has been duly authorized by all necessary action by Buyer’s shareholders and board of directors. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions by Buyer, nor will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's ’s Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a partyEscrow Agreement, such Closing Documents the Escrow Agreement will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Closing Documents Escrow Agreement and to perform its obligations under this Agreement and the Closing Documents to which Buyer is a partyEscrow Agreement. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer's Organizational Documents; organizational documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any third-party Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.