Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. The Company Dairy has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, Promissory Notes and any related financing statement and all other transactions contemplated hereby have been duly authorized by the CompanyDairy, and this Agreement constitutes a legal, valid and binding obligation of the CompanyDairy, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities lawsgenerally. To the CompanyDairy's knowledge, the execution and delivery by the Company Dairy of this Agreement, the offering, sale and issuance of the Bridge Promissory Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company by Dairy of its obligations under this Agreement, the Bridge Promissory Notes and the Bridge Warrants, do not and will not (ia) conflict with or result in a breach of the terms, conditions or provisions of, (iib) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iiic) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company Dairy pursuant to, (ivd) give any third party the right to accelerate any obligation under or terminate, (ve) result in a violation of, (vif) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company Dairy under, or (viig) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company Dairy or any law, statute, rule or regulation to which the Company Dairy is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company Dairy is subject or by which its properties are bound.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, Ancillary Documents to which each is a party by the Bridge Warrants, Company and any related financing statement and all other transactions contemplated hereby of its subsidiaries party thereto have been duly authorized by the Company, Company and its subsidiaries. Each of this Agreement constitutes and the Ancillary Documents to which the Company and any of its subsidiaries is a legal, party constitute valid and binding obligation obligations of the CompanyCompany and its subsidiaries, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting relating to or limiting creditors' ’ rights generally and (b) subject to the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities lawsremedies. To the Company's knowledge, the The execution and delivery by the Company of this AgreementAgreement and the Ancillary Documents to which the Company or any of its subsidiaries is a party, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of by the Company of its obligations under this Agreement, the Bridge Notes Purchased Securities hereunder and the Bridge Warrantsfulfillment of and compliance with the respective terms hereof and thereof by the Company and its subsidiaries, do not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body (other than obtaining requisite Bankruptcy Court, HSR Act or other approvals contemplated by the Master Disposition Agreement) pursuant to or require to, (i) the consent of any other person under, the Articles of Incorporation or By-Laws organizational documents of the Company or its subsidiaries, as applicable, (ii) any law, statute, rule or regulation to which the Company or its subsidiaries is subject or by which any of its properties are boundsubject, or (iii) any agreement, instrument, order, judgment or decree to which the Company or its subsidiaries is subject prior to the closing of the Transactions, except, in the case of subclauses (ii) and (iii) above, for any conflict, result, default, right or by which its properties are boundother requirement that could not reasonably be expected to have a material adverse effect on the transactions contemplated hereby.

Authorization; No Breach. (i) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby Private Placement Units have been duly authorized and approved by the Company, and this . This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) terms, subject to bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, moratorium, and similar other laws of general applicability relating to or affecting creditors' ’ rights generally and (b) the availability of remedies under to general equitable principles (whether considered in a proceeding in equity or law). Upon each issuance of Private Placement Units in accordance with, and (c) to payment pursuant to, the extent terms of this Agreement, the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To Private Placement Units will constitute valid and binding obligations of the Company's knowledge, the enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). (ii) The execution and delivery by the Company of this AgreementAgreement and the Private Placement Units, the offeringissuance and sale of the Private Placement Units, sale and the issuance of the Bridge Notes Shares upon exercise of the Private Placement Units and the Bridge Warrants pursuant to this Agreementfulfillment of, and the performance and fulfillment of the Company of its obligations under this Agreementcompliance with, the Bridge Notes respective terms hereof and thereof by the Bridge WarrantsCompany, do not and will not as of each Closing Date (ia) conflict with or result in a breach of the terms, conditions or provisions of, (iib) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iiic) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the Company’s capital stock or assets of the Company pursuant tounder, (iv) give any third party the right to accelerate any obligation under or terminate, (vd) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (viie) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice to any court or administrative or governmental body or agency pursuant to or require the consent of any other person underto, the Articles amended and restated memorandum and articles of Incorporation association or By-Laws the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject or by which any of its properties are boundsubject, or any agreement, instrument, order, judgment or decree to which the Company is subject subject, except for any filings required after the date hereof under federal or by which its properties are boundstate securities laws.

Authorization; No Breach. (a) The Company has the Sellers have full corporate power and authority to execute, execute and deliver and enter into this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Sellers in connection with the transactions contemplated by this Agreement (the “Seller Documents”), to perform its obligations hereunder, hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and each of the Bridge Notes, Seller Documents by each applicable Seller and the Bridge Warrants, and any related financing statement and all other consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the Companyapplicable Seller, and assuming that this Agreement constitutes and each of the Seller Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Companyapplicable Seller, enforceable against the Sellers in accordance with its terms except as the enforceability hereof may be limited by (a) respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors' ’ rights generally and or to general principles of equity. (b) Except for the availability requirements of remedies under general equitable principles the HSR Act, Competition Act Approval and (c) to any Other Antitrust Regulations as set forth on the extent Governmental Consents Schedule and as set forth on the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeAuthorization Schedule, the execution execution, delivery and delivery performance of this Agreement and each of the Seller Documents by the Company of this Agreement, Sellers and the offering, sale and issuance consummation of the Bridge Notes transactions contemplated hereby and thereby, or compliance by the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment Sellers with any of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrantsprovisions hereof or thereof, do not and will not conflict with, result in any material breach of, require any notice under, constitute a material default under (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with without notice or lapse of time or both), would constitute result in a breach of or default undermaterial violation of, (iii) result in the creation of any lienLien upon any material properties or assets of the Sellers or the Company or any of their respective Subsidiaries under, security interestgive rise to any right of termination, adverse claimcancellation or acceleration of any material obligation or loss of a material benefit under, charge or encumbrance upon give rise to any obligation of the capital stock Sellers or the Company or any of their respective Subsidiaries to make any material payment under, any provision of (i) the Sellers or the Company’s or any of their respective Subsidiaries’ articles of incorporation, by-laws or other organizational documents, (ii) any contract required to be set forth on the Contracts Schedule, (iii) any outstanding judgment, order or decree applicable to the Sellers or the Company or any of their respective Subsidiaries or any of the material properties or assets of the Company pursuant toor any of its Subsidiaries, or (iv) give any third party applicable Law to which the right to accelerate any obligation under Sellers or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company of their respective Subsidiaries is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundsubject.

Authorization; No Breach. (a) The Company has the full corporate power execution, delivery and authority to execute, deliver and enter into performance of this Agreement and the Ancillary Agreements to perform its obligations hereunderbe executed and delivered by each Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of each Seller, and no other proceedings on the part of such Seller or its shareholders are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements. This Agreement and the Ancillary Agreements to be executed and delivered by each Seller constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally or governing specific performance, injunctive relief or other equitable remedies. (b) Except as set forth on Schedule 4.2, the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge WarrantsAgreement or any Ancillary Agreement by Sellers, and any related financing statement and all other the consummation of the transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, thereby do not and will not (i) violate, conflict with or result in a breach of the terms, conditions or provisions any provision of, (ii) or constitute a default under, (or an event which, with notice or lapse of time or both, would constitute a breach of or default default) under, (iii) or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, require any consent, waiver or approval under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock or assets any of the Company pursuant toPurchased Assets under any of the terms, conditions or provisions of (i) the Organizational Documents of any Seller, (ivii) give any third party the right to accelerate any obligation under statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or terminate, (v) result in a violation of, (vi) result in the loss license of any licensedomestic or foreign federal, certificatestate, legal privilege local or legal right enjoyed other governmental authority or possessed by the Company underregulatory agency, commission, department or other governmental subdivision, court, tribunal or body (a “Governmental Authority”) applicable to any Seller, or any of its properties or assets, or (viiiii) except for filings required to be made with the Securities and Exchange Commissionany loan or credit agreement, require any authorizationbond, consentdebenture, approvalnote, exemption mortgage, indenture, guarantee, lease or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation license to which the Company any Seller is subject a party or by which any Seller or any of its properties are bound, or assets may be bound or affected or upon any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundAssumed Contract.

Authorization; No Breach. (i) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, Placement Units and the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby Securities have been duly authorized by the Company, and this . This Agreement constitutes a legal, the valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcyterms. Upon issuance in accordance with, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgepayment pursuant to, the execution and delivery by the Company terms of this Agreement, the offering, sale Placement Units and issuance the other Securities will constitute valid and binding obligations of the Bridge Notes Company, enforceable in accordance with their terms. (ii) Neither the execution and delivery of this Agreement and the Bridge Warrants pursuant to this Agreement, Placement Units and the other Securities by the Company, nor the consummation or performance and fulfillment of by the Company of its obligations under this Agreementany of transactions contemplated hereby, the Bridge Notes and the Bridge Warrantswill: (a) with or without notice or lapse of time, do not and will not (i) conflict with constitute, create or result in a breach of the terms, conditions or provisions violation of, (ii) constitute a default under, loss of benefit or event which, with notice right under or lapse acceleration of time or both, would constitute a breach of or default under, (iii) result in the creation performance of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation required under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statuteorder, rule contract or regulation permit to which the Company is subject a party or by which it is bound or any of its properties assets are boundsubject, or any agreementprovision of the Company’s organizational documents as in effect on the Closing Date, instrument(b) result in the imposition of any lien, order, judgment claim or decree encumbrance upon any assets owned by the Company; (c) require any Consent under any contract or organizational document to which the Company is subject a party or by which its properties it is bound; or (d) require any Permit under any law or order other than (i) required filings, if any, with the U.S. Securities and Exchange Commission and (ii) notifications or other filings with state or federal regulatory agencies after the Closing Date that are boundnecessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Placement Units and the other Securities.

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Warrant, the Registration Rights Agreement and each other agreement contemplated hereby to which the Company is a party have been duly authorized by the Company. The Company is not in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach of, constitute a default under or give the full corporate power and authority holder of any indebtedness (or a person acting on such holder’s behalf) the right to executerequire the repurchase, deliver and enter into this Agreement and redemption or repayment of all or a part of such indebtedness under) its (A) certificate of incorporation or by-laws, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to perform which the Company is a party or by which it or any of its obligations hereunderproperties may be bound or affected and, except with respect to (B) only, which breach, violation or default would be reasonably likely to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Bridge NotesWarrant and the Registration Rights Agreement, the Bridge Warrants, issuance of the Rights and any related financing statement the issuance and all other sale of the shares of Common Stock issuable upon exercise of the Rights and the consummation of the transactions contemplated in the Rights Offering and hereby have been duly authorized by will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach of or constitute a default under) (A) the Company, and this Agreement constitutes a legal, valid and binding obligation certificate of incorporation or by-laws of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by or (aB) bankruptcyany indenture, insolvencymortgage, moratorium and similar laws affecting creditors' rights generally and (b) the availability deed of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal trust, bank loan or state securities laws. To the Company's knowledge, the execution and delivery by the Company credit agreement or other evidence of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default underindebtedness, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificatelease, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption contract or other action by agreement or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation instrument to which the Company is subject a party or by which it or any of its properties are boundmay be bound or affected, or (C) any agreementfederal, instrumentstate, orderlocal or foreign law, regulation or rule or any decree, judgment or decree order applicable to which the Company and which breaches, defaults or violations would, in the case of the matters described in clauses (B) and (C) above, be reasonably likely to result in a Material Adverse Effect; and except for the registration under the Securities Act of (A) the shares of Common Stock to be issued in the Spinoff, (B) the Rights and (C) the shares of Common Stock issuable upon exercise of the Rights and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and applicable state securities laws in connection with the Spinoff and the Rights Offering, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is subject or required for the execution, delivery and performance of this Agreement by which its properties are boundthe Company and the consummation of the transactions contemplated hereby.

Authorization; No Breach. The Company This Agreement has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized executed and delivered by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) the application of bankruptcy, insolvency, moratorium and similar other laws affecting creditors' ’ rights generally and (b) as limited by the availability of remedies under general specific performance and the application of equitable principles and (c) to principles. Except as set forth on Section 4D of the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeCompany Disclosure Letter, assuming receipt of HSR Approval, the execution and delivery of this Agreement by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a any material breach of any of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or material default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to terminate or accelerate any obligation under or terminatematerial right under, (v) result in a violation of, (viiv) result in the loss creation of any license, certificate, legal privilege Lien upon any of the equity interests or legal right enjoyed or possessed by any assets of the Company or its Subsidiaries under, or (viiv) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or other governmental body pursuant under (a) the provisions of the Certificate of Formation or Limited Liability Company Agreement of the Company, (b) any Company Material Contract or Lease, (c) any judgment, order or decree to or require the consent of any other person under, the Articles of Incorporation or By-Laws of which the Company or any of its Subsidiaries is subject, or (d) any law, statute, rule or regulation regulation, to which the Company or its Subsidiaries is subject subject, except in the cases of clause (b) foregoing, as would not result in a Company Material Adverse Effect. Immediately prior to the Closing, without giving effect to the transactions contemplated hereby, (x) no Default or Event of Default (as defined in the Indenture and the Holdco Notes Indenture, respectively) shall have occurred and be continuing (including as a result of the transactions contemplated by which Section 3J(i)), and (y) each of the Company and the Seller shall be entitled to incur $1 of additional Indebtedness (as defined in the Indenture and the Holdco Notes Indenture, respectively) (other than Permitted Indebtedness (as defined in the Indenture and the Holdco Notes Indenture, respectively)) for purposes of the Coverage Ratio Exception (as defined in the Indenture) and the Company Coverage Ratio Exception (as defined in the Holdco Notes Indenture) under the Indenture and the Holdco Notes Indenture, as applicable; provided that no representation or warranty shall be deemed made pursuant to this clause (y) with respect to the Holdco Notes Indenture to the extent compliance with Section 4.11 and Section 5.01(c) of the Holdco Notes Indenture is waived in accordance with the Holdco Notes Indenture prior to Closing, whether as part of the Debt Tender, the Consent Solicitation or otherwise. Notwithstanding anything to the contrary contained herein, the parties agree that no representation or warranty is being made by the Company pursuant to this Section 4D or elsewhere in this Agreement with regard to any default under the Indenture or the Holdco Notes Indenture as a result of the amount of debt financing (including preferred equity that is treated as debt for accounting purposes) arranged by Buyer or any of its properties are boundAffiliates for the Buyer, or any agreement, instrument, order, judgment or decree to which the Company is subject and their respective Subsidiaries with respect to periods from and after the Closing or by which its properties are boundthe merger of any Subsidiary of Buyer with and into the Company after the Closing.

Authorization; No Breach. (i) The Company board of directors of the Company, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the board of directors, has approved and authorized the full corporate power execution and authority to execute, deliver and enter into delivery of this Agreement and approved the consummation of the transactions contemplated hereby. Assuming valid execution and delivery of this Agreement by each of OMX and FPH and assuming that the Closing Date does not occur prior to perform its obligations hereunderthe date called for by Section 1(b), no other limited liability company proceedings on the part of the Company are necessary to authorize the transactions contemplated by this Agreement and in particular no vote, consent or approval of any unitholder(s) or creditor(s) of the Company (other than the vote, consent and approval of OMX and FPH provided by this Agreement) is required for execution, delivery and or performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized Agreement by the Company, whether arising under law, rule, regulation, contract or otherwise. This Agreement has been duly executed and this Agreement delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) the application of bankruptcy, insolvency, moratorium and similar other laws affecting creditors' ’ rights generally and (b) generally, the availability of remedies under general specific performance and the application of equitable principles and generally. (cii) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the The execution and delivery of this Agreement by the Company of this Agreementdo not, and, assuming that the Closing Date does not occur prior to the date called for by Section 1(b), the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of by the Company of its obligations under this AgreementAgreement will not, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, or event whichgive any third party the right to terminate, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon any of the capital stock equity interests in or any assets of the Company pursuant to, (iv) give any third party to the right to accelerate any obligation under provisions of or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by by, or notice to to, any court Governmental Entity, under the provisions of the Organizational Documents of the Company, any contract, agreement, indenture or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws instrument of the Company or its Subsidiaries, any judgment, order or decree to which the Company is subject, or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundsubject.

Authorization; No Breach. (a) The Company and the Seller Member has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform carry out his, her or its obligations hereunder. The execution and delivery of the Transaction Documents and the performance by the Company and the Seller Member of his, her or its obligations hereunder or thereunder have been duly authorized, and no other proceedings or approvals on the part of the Company or such Seller Member are necessary to approve and authorize such execution, delivery and performance performance, or the consummation of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have and thereby. Each Transaction Document to which the Company or such Seller Member is a party has been duly authorized executed by the Company, such Party and this Agreement constitutes a legal, valid and legally binding obligation of the Companysuch Person, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) terms, subject only to bankruptcy, insolvency, moratorium and reorganization, moratoriums or similar laws at the time in effect affecting creditors' the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies. (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeExcept as set forth on Schedule 2.4(b), the execution and delivery by the Company and such Seller Member of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant all other Transaction Documents to this Agreementwhich such Person is a party, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock Securities or assets any asset or property of the Company Company, including without limitation, the Purchased Assets, pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, or other Consent from, any court or administrative or governmental body Governmental Entity pursuant to or require to, (A) the consent articles of any other person underorganization, the Articles of Incorporation limited liability company agreement or By-Laws equivalent governing document of the Company or the Seller Member that is not a natural person, (B) any law, statute, rule or regulation Legal Requirement to which the Company is subject or by which the Seller Member or any of its their assets or properties are boundis subject, or (C) any agreement, instrumentContract, order, judgment or decree to which the Company or such Seller Member or any of their assets or properties is subject or by which its properties are boundsubject.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, including the offer, sale and issuance of the Class E Preferred Stock pursuant to this Agreement, and the Bridge Notesissuance of the Conversion Stock upon conversion of the Class E Preferred Stock, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by all required actions of the Company and its equityholders and, except as set forth on Schedule 2.5, will not (i) conflict with, or result in any violation of, any provision of the organizational documents of the Company or any federal, state, local or foreign law, statute, rule or regulation ("LAWS") or Orders (as hereinafter defined) to which the Company is subject, (ii) conflict with, or result in any default or breach, or give rise to a right of termination, cancellation, modification or acceleration, or cause the forfeiture of any right, under, any Contract, Company Intellectual Property, Accreditation, License or Permit (as hereinafter defined), except for conflicts, defaults, breaches, rights or forfeitures which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or (iii) require any consent to be obtained or notice to be given under any Contract, Accreditation, License or Permit except for consents and notices the lack of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and this Agreement constitutes . (b) The Transaction Documents to which the Company is a legal, party constitute valid and binding obligation obligations of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) their respective terms, subject to Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and Laws governing specific performance, moratorium injunctive relief or other equitable remedies. The Class E Preferred Stock and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to Conversion Stock, when issued in compliance with the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the offeringownership thereof. Subject to applicable law, sale the terms, designations, powers, preferences and issuance of the Bridge Notes relative, participating, optional and the Bridge Warrants pursuant to this Agreementother special rights, and the performance qualifications, limitations and fulfillment restrictions, of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and Class E Preferred Stock will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result be as stated in the creation Certificate of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundDesignation.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement each of the Operative Documents and to perform its obligations hereunderthereunder, and the execution, delivery and performance of this Agreement, each of the Bridge Notes, the Bridge Warrants, and any related financing statement Operative Documents and all other transactions contemplated hereby by each of the Operative Documents have been duly authorized by the Company, and this Agreement . Each of the Operative Documents constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the such enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities lawsprinciples. To the Company's knowledgeExcept as set forth on Schedule 5.6, the execution and delivery by the Company of this Agreementthe Operative Documents, the offering, sale and issuance of the Bridge Notes Preferred Shares and the Bridge Warrants pursuant to this AgreementWarrants, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge WarrantsOperative Documents, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person Person under, the Articles Certificate of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, the Security Agreement and any related financing statement and the Certificate of Designations and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeExcept as set forth on Schedule 5.6 hereto, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles Certificate of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. (a) The Company has and the full corporate Seller Stockholder have the power and authority to execute, deliver and enter into this Agreement and to perform carry out his or its obligations hereunder. The execution and delivery of the Transaction Documents and the performance by the Company and the Seller Stockholder of his or its obligations hereunder or thereunder have been duly authorized, and no other proceedings or approvals on the part of the Company or Seller Stockholder are necessary to approve and authorize such execution, delivery and performance performance, or the consummation of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have and thereby. Each Transaction Document to which the Company or Seller Stockholder is a party has been duly authorized executed by the Company, such Party and this Agreement constitutes a legal, valid and legally binding obligation of the Companysuch Person, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) terms, subject only to bankruptcy, insolvency, moratorium and reorganization, moratoriums or similar laws at the time in effect affecting creditors' the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies. (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeExcept as set forth on Schedule 2.4(b), the execution and delivery by the Company and Seller Stockholder of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant all other Transaction Documents to this Agreementwhich such Person is a party, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock Securities or assets any asset or property of the Company Company, including without limitation, the Purchased Assets, pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, or other Consent from, any Governmental Entity by or with respect to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or Seller Stockholder pursuant to, (A) the articles of incorporation, the bylaws or other governing documents of the Company, (B) any law, statute, rule or regulation Legal Requirement to which the Company is subject or by which Seller Stockholder or any of its their assets or properties are boundis subject, or (C) any agreement, instrumentContract, order, judgment or decree to which the Company or Seller Stockholder or any of their assets or properties is subject subject, except in the case of (B) where the conflict, breach, default, violation or by which its properties are boundfailure to give notice or make such filing would not have a Material Adverse Effect.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, including the offer, sale and issuance of the Class F Preferred Stock pursuant to this Agreement, and the Bridge Notesissuance of the Conversion Stock upon conversion of the Class F Preferred Stock, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by all required actions of the Company and its equity holders and, except as set forth on Schedule 2.5, will not (i) conflict with, or result in any violation of, any provision of the organizational documents of the Company or any federal, state, local or foreign law, statute, rule or regulation ("Laws") or Orders (as hereinafter defined) to which the Company is subject, (ii) conflict with, or result in any default or breach, or give rise to a right of termination, cancellation, modification or acceleration, or cause the forfeiture of any right, under, any Contract, Company Intellectual Property, Accreditation, License or Permit (each as hereinafter defined), except for conflicts, defaults, breaches, rights or forfeitures which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or (iii) require any consent to be obtained or notice to be given under any Contract, Accreditation, License or Permit except for consents and notices the lack of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and this Agreement constitutes . (b) The Transaction Documents to which the Company is a legal, party constitute valid and binding obligation obligations of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) their respective terms, subject to Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and Laws governing specific performance, moratorium injunctive relief or other equitable remedies. The Class F Preferred Stock and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to Conversion Stock, when issued in compliance with the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the offeringownership thereof. Subject to applicable law, sale the terms, designations, powers, preferences and issuance of the Bridge Notes relative, participating, optional and the Bridge Warrants pursuant to this Agreementother special rights, and the performance qualifications, limitations and fulfillment restrictions, of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and Class F Preferred Stock will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result be as stated in the creation Certificate of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundDesignation.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery delivery, and performance of this Agreement, Agreement and each Ancillary Agreement to which the Bridge Notes, Company is a party and the Bridge Warrants, and any related financing statement and all other consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company. Concurrently with the execution and delivery of this Agreement, the Company has delivered to Buyer evidence that the Requisite Approval has been obtained, and other than the Requisite Approval (as it relates to the Company), no other limited liability company proceedings or actions on the part of the Company are necessary to consummate the Transactions. This Agreement has been, and at the Closing each Ancillary Agreement to which the Company is a party will be, duly executed and delivered by the Company. Assuming the due authorization, execution, and delivery of this Agreement by each of the other parties hereto, this Agreement constitutes a legalvalid and binding obligation of the Company enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium, and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Assuming the due authorization, execution, and delivery of each Ancillary Agreement by each of the other parties thereto, each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) the application of bankruptcy, insolvencymoratorium, moratorium and similar other laws affecting creditors' ’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) Except as set forth on Schedule 3.03(b) of the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeDisclosure Schedules, the execution execution, delivery, and delivery by performance of this Agreement and each Ancillary Agreement to which the Company of this Agreement, is a party and the offering, sale and issuance consummation of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, transactions contemplated hereby or thereby do not and will not (i) conflict with or result in a material breach or violation of the terms, conditions or provisions ofOrganizational Documents of any of the Company Entities, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default underviolate any applicable Law in any material respect, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien (other than Permitted Liens) upon the capital stock or assets any Equity Securities of any of the Company pursuant toEntities or any of the Company Entities’ material assets, or (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a material breach or violation of, constitute a material default under (vi) result in whether with or without the loss passage of time, the giving of notice or both), or create any license, certificate, legal privilege or legal right enjoyed or possessed by the Company to payment under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation Material Contract to which the a Company Entity is subject a party or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement Agreement and all other transactions agreements or instruments contemplated hereby to which such Seller is a party or by which such Seller is bound have been duly authorized by such Seller, if applicable. This Agreement and all other agreements contemplated hereby to which such Seller is a party, when executed and delivered by such Seller in accordance with the Companyterms hereof, and this Agreement constitutes shall each constitute a legal, valid and binding obligation of the Companysuch Seller, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal bankruptcy, insolvency or state securities laws. To the Company's knowledgesimilar laws affecting creditors’ rights generally or by general principles of equity. (b) The execution, the execution delivery and delivery performance by the Company such Seller of this Agreement, the offering, sale Agreement and issuance of the Bridge Notes and the Bridge Warrants pursuant all other agreements contemplated hereby to this Agreementwhich such Seller is a party, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof by such Seller, do not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default underunder (whether with or without the passage of time, or event which, with the giving of notice or lapse of time or both, would constitute a breach of or default under), (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock or assets portion of the Company Equity Interests held by such Seller pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any court third party or administrative or governmental body Government Entity pursuant to or require the consent of to, (A) any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation Law to which the Company such Seller is subject or by which any of its properties are bound, or (B) any agreement, instrument, order, judgment or decree to which such Seller is subject, except, in each case of subclauses (A) and (B) above, for any conflict, breach, default, Lien, modification, termination, obligation, violation or failure that, individually or in the Company is subject aggregate, would not be adverse in any material respect to the Target Companies taken as a whole, and would not adversely affect in any material respect the ability of the Target Companies or by which its properties are boundthe Sellers to consummate the Transactions.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement Agreement and all other transactions agreements contemplated hereby to which the Company is a party have been duly authorized by the Company and do not require the approval of the Company, 's shareholders. This Agreement and this Agreement all other agreements contemplated hereby have been validly executed and delivered by the Company and each such agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors' rights generally and (b) the availability of remedies under or by general equitable principles and (c) principles. After giving effect to the extent consummation of the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgetransactions contemplated hereby, the Company will not be in default under any contract, agreement, instrument or indenture related to the borrowing of money to which it is a party or by which it or any of its property is bound. The execution and delivery by the Company of this AgreementAgreement and all other agreements contemplated hereby to which the Company is a party and the fulfillment of the compliance with the respective terms hereof and thereof by the Company, the offering, sale and issuance of the Bridge Notes and Option hereunder (assuming the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment accuracy of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge WarrantsOptionee's investment representations set forth in Section 3.1), do not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the Company's or any subsidiary's capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person underto, the Articles Certificate of Incorporation or By-Laws bylaws of the Company or any subsidiary, or any law, statute, rule or regulation to which the Company or any subsidiary is subject or by which any of its properties are boundsubject, or any material agreement, instrument, order, judgment or decree to which the Company or any subsidiary is subject a party or by which it, or any of its properties are property, is bound.

Authorization; No Breach. The Company has the full corporate power and authority to execute(a) Except as set forth on Schedule 3.3, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Agreement, the Bridge Notes, Class G Agreement and the Bridge Warrantsother Transaction Documents to which the Company is a party, and any related financing statement and all other the consummation by the Company of the transactions contemplated hereby and thereby, including the exchange and issuance of the Class G Preferred Stock pursuant to this Agreement, and the issuance of the Conversion Stock upon conversion of such Class G Preferred Stock, have been duly authorized by all required actions of the Company and its equity holders and will not (i) conflict with, or result in any violation of, any provision of the organizational documents of the Company or any federal, state, local or foreign law, statute, rule or regulation ("Laws") or Orders (as defined in the Class G Agreement) to which the Company is subject, (ii) conflict with, or result in any default or breach, or give rise to a right of termination, cancellation, modification or acceleration, or cause the forfeiture of any right, under, any Contract, Company Intellectual Property, Accreditation, License or Permit (each as defined in the Class G Agreement) except for conflicts, defaults, breaches, rights or forfeitures which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Class G Agreement) on the Company or (iii) require any consent to be obtained or notice to be given under any Contract, Accreditation, License or Permit except for consents and notices the lack of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and this Agreement constitutes . (b) The Transaction Documents to which the Company is a legal, party constitute valid and binding obligation obligations of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) their respective terms, subject to Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and Laws governing specific performance, moratorium injunctive relief or other equitable remedies. The Class G Preferred Stock and similar laws affecting creditors' rights generally the Conversion Stock, when issued in compliance with the provisions of this Agreement and (b) the availability Certificate of remedies under general equitable principles Designation, will be validly issued and (c) outstanding, fully paid and nonassessable with no personal liability attaching to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by ownership thereof. Subject to applicable federal or state securities laws. To the Company's knowledgelaw, the execution terms, designations, powers, preferences and delivery by the Company of this Agreementrelative, the offeringparticipating, sale optional and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreementother special rights, and the performance qualifications, limitations and fulfillment restrictions, of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and Class G Preferred Stock will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result be as stated in the creation Certificate of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundDesignation.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the Buyer’s execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, Agreement and any related financing statement and all other transactions contemplated hereby have each Ancillary Agreement to which it is a party has been duly authorized by Buyer and no other corporate proceeding on the Companypart of Buyer is necessary to authorize this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby and this thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, the valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) the application of bankruptcy, insolvency, moratorium and similar other laws affecting creditors' ’ rights generally and (b) as limited by the availability of remedies under general specific performance and the application of equitable principles principles. Each Ancillary Agreement to which Buyer is a party, when executed and (c) to the extent the indemnification provisions contained delivered by Buyer, shall have been duly executed and delivered by Buyer, and shall constitute a valid and binding obligation of Buyer, enforceable in Section 8.5 hereof may be accordance with its terms, except as limited by applicable federal or state securities lawsthe application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. To Other than the Company's knowledgeHSR Approval, the if any, Buyer’s execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes Agreement and the Bridge Warrants pursuant Ancillary Agreements to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, which Buyer is a party do not and will not (with or without the giving of notice, the lapse of time or both) (i) conflict with or result in a any material breach of any of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or material default under, (iii) give any third party the right to terminate, (iv) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon any of the shares of capital stock or any assets of Buyer or its Subsidiaries pursuant to the Company pursuant to, (iv) give any third party the right to accelerate any obligation under terms of or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court Governmental Entity or administrative or governmental body pursuant to or require other Person, under (a) the consent of any other person under, the Articles of Incorporation or By-Laws provisions of the Company certificate of incorporation or bylaws of Buyer, (b) any material contract to which Buyer or any of its Subsidiaries is party, (c) any judgment, order or decree to which Buyer or any of its Subsidiaries is subject, or (d) any law, statute, rule or regulation regulation, to which the Company is subject Buyer or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company Subsidiaries is subject or by which its properties are boundsubject.

Authorization; No Breach. The Company has and the Subsidiaries have full ------------------------- corporate power and authority to execute, deliver and enter into this Agreement and to perform its their obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge WarrantsSecurity Agreement, the Subsidiary Guarantee and any related financing statement the Warrants and all other transactions contemplated hereby have been duly authorized by the CompanyCompany and the Subsidiaries, and this Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and the Subsidiaries, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' creditors= rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities lawsprinciples. To the Company's knowledge, the The execution and delivery by the Company and the Subsidiaries of this Agreement and the Security Agreement, and the offering, sale Subsidiary Guarantee and the issuance of the Bridge Notes and the Bridge Warrants by the Company pursuant to this Agreement, and the performance and fulfillment of the Company and the Subsidiaries of its their obligations under this Agreement, the Bridge Notes Security Agreement, the Notes, the Subsidiary Guarantee and the Bridge Warrants, as the case may be, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (viv) result in a violation of, (viv) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company or the Subsidiaries under, (vi) or result in the imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Company or the Subsidiaries, (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles Certificate of Incorporation or By-Laws of the Company or the Subsidiaries or any law, statute, rule or regulation to which the Company is or the Subsidiaries are subject or by which any of its their properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is or the Subsidiaries are subject or by which its their properties are boundbound or (viii) give any securityholder or other party the right to any antidilution or similar adjustment, including, without limitation, to the conversion or exercise prices or rates of the instruments held by such securityholder or party.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby Alliance Agreements to which Horizon is a party have been duly authorized by all necessary corporate, action on the Companypart of Horizon. This Agreement and each of the Alliance Agreements to which Horizon is a party have been duly and validly executed and delivered by, and this Agreement constitutes a legal, constitute valid and binding obligation of the Companyobligations of, Horizon enforceable in accordance with its terms respective terms, except (i) as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal bankruptcy, insolvency, reorganization, moratorium or state securities lawsother similar laws now or hereafter in effect relating to or affecting creditor's rights generally and (ii) the availability of equity remedies may be limited by equitable principles of general applicability. To the Company's knowledge, the The execution and delivery by the Company Horizon of this Agreement, the offering, sale Agreement and issuance each of the Bridge Notes Alliance Agreements to which Horizon is a party and the Bridge Warrants pursuant to this Agreementfulfillment by Horizon of, and the performance and fulfillment of the Company of its obligations under this Agreementcompliance with, the Bridge Notes respective terms of this Agreement and the Bridge Warrants, Alliance Agreements to which Horizon is a party do not and will shall not (a) (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default underor any event that with the giving of notice, or event which, with notice or lapse passage of time or both, both would constitute a breach of or default under, (iii) result give rise to any right of termination, cancellation or acceleration or right to increase in any Material respect the creation of obligations or otherwise modify in any lien, security interest, adverse claim, charge or encumbrance upon Material respect the capital stock or assets of the Company pursuant toterms of, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (viiv) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, waiver, order, permit or exemption or other action by or notice to any court notice, declaration or administrative or governmental body pursuant filing to or require the consent of with any other person underGovernmental Authority pursuant to, the Articles Certificate of Incorporation or Incorporation, By-Laws laws of the Company Horizon or any of its Subsidiaries or any law, statutecontract, rule permit or regulation order, to which the Company Horizon, any of its Subsidiaries or any of their respective assets is subject or by which (b) result in the creation or imposition of any Lien upon the capital stock, property or assets of Horizon or any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundSubsidiaries.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the The execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) except as contemplated by this transaction, result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. The Company (a) Purchaser has the full corporate all requisite organizational power and authority to execute, execute and deliver and enter into this Agreement and the Related Agreement to which it is a party and to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of, and performance by, Purchaser of this Agreement, and with respect to any Related Agreements to which it will be a party, will be prior to the Closing, authorized by all necessary action on the part of Purchaser and its directors, shareholders, managers and members, as applicable. This Agreement and the Related Agreements to which Purchaser is or will be a party have been or will be, at or prior to the Closing, duly executed and delivered by Purchaser and, subject to the due authorization, execution and delivery of this Agreement and the Related Agreements to which Purchaser is or will be a party by the other parties hereto and thereto, will constitute, or when executed and delivered will constitute, valid and binding agreements of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) Assuming receipt of and subject to the consents set forth in Section 3.2(b) of the Disclosure Schedules, except as set forth in Section 3.2(b) of the Disclosure Schedules, the execution, delivery and performance by Purchaser of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will does not (i) conflict with or result in a any material breach of any of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or material default under, (iii) give any third party the right to terminate, (iv) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the any shares of capital stock or other equity securities or any material assets of Purchaser pursuant to the Company pursuant to, (iv) give any third party the right to accelerate any obligation under provisions of or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by by, or notice to to, any court Governmental Authority, in each case, except as has been obtained or administrative or governmental body pursuant to or require as contemplated in this Agreement, under (w) the consent Organizational Documents of Purchaser, (x) any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation material Contract to which the Company Purchaser is subject a party or by which any of its properties assets are bound, or (y) any agreementjudgment, instrument, order, judgment order or decree to which the Company Purchaser is subject or by (z) any Law or other restriction of any Governmental Authority to which its properties are boundPurchaser is subject, except, in the case of each of the foregoing clauses (x), (y) and (z), where the violation, breach, default or acceleration would not have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

Authorization; No Breach. The execution and delivery by the Company has the full corporate power and authority to execute, deliver and enter into ------------------------ of this Agreement and to perform its obligations hereunderall the agreements contemplated herein (the "Related Agreements"), and the consummation by the Company of all transactions contemplated hereunder and thereunder by the Company, have been duly authorized by all requisite corporate action. This Agreement and the Related Agreements have been duly executed by the Company and each of the Members (where applicable) and each other party thereto. This Agreement and the Related Agreements and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby or thereby to which the Company or any of the Members is a party constitute the valid and legally binding obligations of the Company and each of the Members, enforceable against each of them in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and (ii) general principles of equity that restrict the availability of equitable remedies. The execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, Related Agreements and the Bridge Warrants, and any related financing statement and all other consummation of the transactions contemplated hereby have been duly authorized by and thereby will not: (i) violate, contravene or breach any provision of the Company's Operating Agreement (as defined below) or any other governing document of the Company; (ii) violate, and this Agreement constitutes a legalconflict with, valid and binding contravene, or result in the breach of any of the terms or conditions of, result in modification of the effect of, or otherwise give any other contracting party the right to terminate, accelerate or cancel any right or obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by Company or constitute (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute both constitute) a breach of or default under, any instrument, contract or other agreement to which the Company is a party or by which it or its assets or properties may be bound or subject; (iii) violate, contravene or breach any constitution, treaty, law, statute, code, ordinance, decree, rule, regulation, or municipal by-law, whether domestic, foreign or international, any judgment, order, writ, injunction, decision, ruling, decree or award of any governmental authority or body, or any provision of any of the foregoing applicable to or binding upon, the Company or its properties, assets or business (each, a "Law," and collectively, "Laws"); (iv) violate any license, permit, franchise, or order or other approval of any federal, provincial, state, local or foreign governmental or regulatory body (each, a "Permit", and collectively, "Permits"); or (v) result in the creation of any lienmortgage, pledge, charge, security interest, adverse claimlien or other encumbrance (each, charge a "Lien") on the Interests or encumbrance upon the capital stock or assets on any of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under assets or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws properties of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundCompany.

Authorization; No Breach. (a) The Company has the full corporate all necessary power and authority to execute, execute and deliver and enter into this Agreement and each Transaction Document to be executed or delivered by it and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to be executed or delivered by the Company have been duly authorized by all necessary corporate action and no other proceedings on the part of the Company are necessary to authorize such execution, delivery or performance. This Agreement has been, and each Transaction Document to be executed and delivered by the Company will be, duly executed and delivered by the Company, and the Agreement constitutes, and the Transaction Documents will constitute, the valid and binding obligations of the Company, enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and each other Transaction Document to be executed or delivered by the Company, and the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and provisions hereof and thereof do not (i) result in any material violation of any Law applicable to the Company, its Subsidiaries or any of their respective properties or assets, (ii) contravene or conflict with the Company’s Charter or Bylaws or any of the organizational documents of any of its Subsidiaries or (iii) violate, contravene, conflict with , result in the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of the material properties or material assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any material contract, agreement, instruments or Permit to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound or affected. Without limiting the generality of the immediately preceding sentence, the Company does not have any unsatisfied obligation under any contract to notify any Person of the Company entering into, or its intent to enter into, this Agreement before doing so or to negotiate with any Person regarding a possible alternative to the transactions contemplated hereby. (c) Except as set forth on Schedule 4.4(c) and except pursuant to the HSR Act, no Permit, consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or third party is required in connection with the execution, delivery and performance of this Agreement, Agreement or the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery consummation by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundtransactions contemplated hereby.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and ------------------------ performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement Registration Rights Agreement and all other transactions agreements contemplated hereby to which ATC is or will be a party have been duly authorized by ATC. This Agreement, the Company, Registration Rights Agreement and this Agreement all other agreements contemplated hereby each constitutes a legal, valid and binding obligation of the CompanyATC, enforceable in accordance with its terms terms, except as (i) the enforceability hereof thereof may be limited by (a) bankruptcy, reorganization, insolvency, moratorium and similar moratorium, fraudulent conveyance or other laws of general applicability affecting the enforcement of creditors' or secured parties' rights or debtors' obligations generally and (bii) the availability of specific performance or other equitable remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal equitable principles of general applicability (whether such matter is considered in a proceeding at law or state securities lawsin equity). To the Company's knowledge, the The (x) execution and delivery by the Company ATC of this Agreement and the Registration Rights Agreement, the (y) offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this AgreementSubject Shares hereunder, and the performance and (z) fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof by ATC, do not and will not shall not, except in respect of clause (z) above, for filings and other actions to be performed upon the occurrence of certain future events, as contemplated by the Registration Rights Agreement, (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the ATC's or any subsidiary's capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person underto, the Articles charter or by-laws or other organizational documents of Incorporation ATC or By-Laws of the Company any subsidiary, or any law, statute, rule or regulation to which the Company ATC or any subsidiary is subject or by which any of its properties are boundsubject, or any contract, agreement, instrument, order, judgment or decree to which ATC or any subsidiary is subject, which such authorization, consent, approval, exemption, action or notice has not been obtained, except in all cases for such exceptions as would not, individually or in the Company is subject aggregate, have a material adverse effect on the business, financial conditions or by which results of operation of ATC and its properties are boundsubsidiaries taken as a whole.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of ------------------------ this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement Registration Rights Agreement and all other transactions agreements contemplated hereby to which ATC is or will be a party have been duly authorized by ATC. This Agreement, the Company, Registration Rights Agreement and this Agreement all other agreements contemplated hereby each constitutes a legal, valid and binding obligation of the CompanyATC, enforceable in accordance with its terms terms, except as (i) the enforceability hereof thereof may be limited by (a) bankruptcy, reorganization, insolvency, moratorium and similar moratorium, fraudulent conveyance or other laws of general applicability affecting the enforcement of creditors' or secured parties' rights or debtors' obligations generally and (bii) the availability of specific performance or other equitable remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal equitable principles of general applicability (whether such matter is considered in a proceeding at law or state securities lawsin equity). To the Company's knowledge, the The (x) execution and delivery by the Company ATC of this Agreement and the Registration Rights Agreement, the (y) offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this AgreementSubject Shares hereunder, and the performance and (z) fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof by ATC, do not and will not shall not, except in respect of clause (z) above, for filings and other actions to be performed upon the occurrence of certain future events, as contemplated by the Registration Rights Agreement, (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the ATC's or any subsidiary's capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person underto, the Articles charter or by-laws or other organizational documents of Incorporation ATC or By-Laws of the Company any subsidiary, or any law, statute, rule or regulation to which the Company ATC or any subsidiary is subject or by which any of its properties are boundsubject, or any contract, agreement, instrument, order, judgment or decree to which ATC or any subsidiary is subject, which such authorization, consent, approval, exemption, action or notice has not been obtained, except in all cases for such exceptions as would not, individually or in the Company is subject aggregate, have a material adverse effect on the business, financial conditions or by which results of operation of ATC and its properties are boundsubsidiaries taken as a whole.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge NotesRegistration Agreement, the Bridge WarrantsShareholders Agreement, and any related financing statement and all other transactions agreements contemplated hereby to which the Company is a party, and the filing of the Articles of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Shareholders Agreement, the Amended and Restated Articles of Incorporation, and this Agreement all other agreements contemplated hereby each constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof it may be limited by (a) applicable bankruptcy, insolvency; reorganization, moratorium and or similar laws affecting the enforcement of creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained regardless of whether such enforceability is considered in Section 8.5 hereof may be limited by applicable federal a proceeding at law or state securities lawsin equity. To the Company's knowledge, the The execution and delivery by the Company of this Agreement, the Registration Agreement, the Shareholders Agreement, and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Bridge Notes Series B Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Series B Preferred Stock, the Amended and Restated Articles of Incorporation and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, respective terms hereof and thereof by the Bridge Notes and the Bridge WarrantsCompany, do not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the Company's capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Amended and Restated Articles of Incorporation or By-Laws bylaws of the Company Company, or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are boundsubject, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundsubject.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery delivery, and performance of this Agreement, Agreement and each Ancillary Agreement to which such Buyer Entity is a party and the Bridge Notes, consummation of the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby and thereby (including the issuance of the Final Aggregate Share Consideration) have been duly authorized by such Person (including by the Companyboard of directors of Buyer Parent) and do not require any approval of any such Person’s stockholders or any other Person that has not been obtained prior to the date of this Agreement. This Agreement has been, and this at the Closing each Ancillary Agreement to which such Buyer Entity is a party will be, duly executed and delivered by such Person. This Agreement constitutes a legal, valid and binding obligation of such Buyer Entity and enforceable in accordance with its terms, except as limited by the Companyapplication of bankruptcy, moratorium, and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Each Ancillary Agreement to which such Buyer Entity is a party, when executed and delivered by such Person, will constitute a valid and binding obligation of such Person, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) the application of bankruptcy, insolvencymoratorium, moratorium and similar other laws affecting creditors' ’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) the availability The execution, delivery, and performance of remedies under general equitable principles this Agreement and (c) each Ancillary Agreement to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgewhich such Buyer Entity is a party, the execution and delivery by the Company of this Agreement, the offering, sale and issuance consummation of the Bridge Notes transactions contemplated hereby and the Bridge Warrants pursuant to this Agreementthereby, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof by such Person, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions violation of, (ii) constitute a default underunder (whether with or without the passage of time, or event which, with the giving of notice or lapse of time or both, would constitute a breach of or default under), (iii) result in the creation of any lienLien upon, security interestor the grant, adverse claimassignment, charge or encumbrance upon transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of such Person or any of the capital stock or assets of the Company such Person pursuant to, (iv) give any third party the right to accelerate any obligation under or modify, terminate, or accelerate, or cause or result in any modification, termination, or acceleration of, any obligation, or (v) result in a violation of, create any right to payment or any other right (vi) result in the loss of any license, certificate, legal privilege concurrently or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption passage of time or other action by upon the occurrence of one (1) or notice to any court more events or administrative or governmental body conditions) pursuant to or require the consent of any other person underto, the Articles Organizational Documents of Incorporation or By-Laws of the Company or such Person, any law, statute, rule or regulation Law to which the Company such Person is subject or by which any of its properties are boundsubject, or any contract, agreement, instrument, order, judgment or decree instrument to which the Company such Person is subject party or by which its properties are bound.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge NotesVoting Agreement, the Bridge Warrants, and any related financing statement Investors’ Rights Agreement and all of the other transactions agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Series B Preferred, the consummation of the Repurchase Transaction and the issuance of Common Stock upon the conversion of the Preferred Stock have been duly authorized by the Company. This Agreement, when executed and this Agreement delivered by the Company, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal bankruptcy, insolvency, moratorium, reorganization or state securities laws. To similar Laws from time to time in effect which affect creditors’ rights generally and by general principles of equity, and the Certificate of Incorporation, when filed under the laws of the State of Delaware in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, except for the Non-Competition Agreement and No-Hire and Non-Solicitation Agreements, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company's knowledge, the enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally and by general principles of equity. The execution and delivery by the Company of this Agreement, the offeringVoting Agreement, sale the Investors’ Rights Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the issuance of the Bridge Notes Series B Preferred, the consummation of the Repurchase Transaction, the issuance of Common Stock upon the conversion of the Preferred Stock and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of and compliance with the respective terms hereof and thereof by the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will shall not (i) conflict with or result in a breach of the material terms, conditions or provisions of, (ii) constitute a default underunder (whether with or without the passage of time, or event which, with the giving of notice or lapse of time or both, would constitute a breach of or default under), (iii) result in the creation of any lien, security interest, adverse claim, charge Lien or encumbrance Encumbrance upon the Company’s capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any court third party or administrative or governmental body any Governmental Entity pursuant to or require the consent of any other person underto, the Articles Certificate of Incorporation or By-Laws of the Company Bylaws, or any law, statute, rule or regulation Law to which the Company is subject or by which any of its properties are boundsubject, or any agreement, instrumentMaterial Contract, order, judgment or decree to which the Company is subject, and, in the case of Laws to which the Company is subject or by which its properties are boundand Material Contracts, as could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Breach. (a) The Company and each Seller Member has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform carry out his, her or its obligations hereunder. The execution and delivery of the Transaction Documents and the performance by the Company and each Seller Member of his, her or its obligations hereunder or thereunder have been duly authorized, and no other proceedings or approvals on the part of the Company or such Seller Member are necessary to approve and authorize such execution, delivery and performance performance, or the consummation of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby have and thereby. Each Transaction Document to which the Company or such Seller Member is a party has been duly authorized executed by the Company, such Party and this Agreement constitutes a legal, valid and legally binding obligation of the Companysuch Person, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) terms, subject only to bankruptcy, insolvency, moratorium and reorganization, moratoriums or similar laws at the time in effect affecting creditors' the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies. (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeExcept as set forth on Schedule 2.4(b), the execution and delivery by the Company and such Seller Member of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant all other Transaction Documents to this Agreementwhich such Person is a party, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreement, the Bridge Notes respective terms hereof and the Bridge Warrantsthereof, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock Securities or assets any asset or property of the Company Company, including without limitation, the Purchased Assets, pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, or other consent, accreditation, waiver or the like from, any Governmental Entity pursuant to, or (vii) require any consent, accreditation, waiver or the like from or notice to any court or administrative or governmental body pursuant to or require Person with respect to: (A) the consent articles of any other person underorganization, the Articles of Incorporation limited liability company agreement or By-Laws equivalent governing document of the Company or any lawSeller Member that is not a natural person, statute, rule or regulation (B) any Legal Requirement to which the Company is subject or by which any Seller Member or any of its their assets or properties are boundis subject, (C) any Assumed Contract, (D) any Permit or (E) any agreement, instrument, order, judgment or decree to which the Company or such Seller Member or any of their assets or properties is subject or by which its properties are boundsubject.

Authorization; No Breach. (a) The Company has the full corporate power and authority to execute, execute and deliver and enter into this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder, hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and each of the Bridge Notes, Company Documents by the Bridge Warrants, Company and any related financing statement and all other the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the Company, and assuming that this Agreement constitutes and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as the enforceability hereof may be limited by (a) respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws relating to or affecting creditors' ’ rights generally and or to general principles of equity. (b) Except for the availability requirements of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeHSR Act, the execution filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and the requirements set forth on the Governmental Consents Schedule and the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Documents by the Company of this Agreement, and the offering, sale and issuance consummation of the Bridge Notes transactions contemplated hereby and thereby, or compliance by the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment Company or its Subsidiaries with any of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrantsprovisions hereof or thereof, do not and will not (i) conflict with or with, result in a any breach of the terms, conditions or provisions of, (ii) require any consent or notice under, constitute a default under, under (with or event which, with without notice or lapse of time or both), would constitute result in a breach of or default underviolation of, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien (other any Permitted Lien) upon the capital stock any properties or assets of the Company pursuant toor any of its Subsidiaries under, (iv) give rise to any third party the right to accelerate of termination, cancellation or acceleration of any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company a benefit under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice give rise to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws obligation of the Company or any lawof its Subsidiaries to make any payment under, statuteany provision of (i) the Company’s or any of its Subsidiaries’ certificates of formation, rule articles of incorporation, limited liability company agreements, by‑laws or regulation other organizational documents, (ii) any Contract set forth on the Contracts Schedule to which the Company is subject or by which any of its Subsidiaries is a party, (iii) any outstanding judgment, order or decree applicable to the Company or any of its Subsidiaries or any of the properties are boundor assets of the Company or any of its Subsidiaries, or (iv) any agreement, instrument, order, judgment or decree applicable Law to which the Company or any of its Subsidiaries is subject or by which its properties are boundsubject.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge NotesCertificate of Designations, the Bridge Warrants, and any related financing statement Warrants and all other transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledgeExcept as set forth on Schedule 5.6 hereto, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes Series A Preferred Stock and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes Series A Preferred Stock and the Bridge Warrants, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles Certificate of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are bound.

Authorization; No Breach. The Company has the full corporate power and authority to execute(a) Except as set forth on Schedule 2.5, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Agreement, the Bridge Notes, other Transaction Documents to which the Bridge WarrantsCompany is a party and the Exchange Agreement, and any related financing statement and all other the consummation by the Company of the transactions contemplated hereby and thereby, including the offer, sale and issuance of the Class G Preferred Stock pursuant to this Agreement, and the issuance of the Conversion Stock upon conversion of such Class G Preferred Stock, have been duly authorized by all required actions of the Company and its equity holders and will not (i) conflict with, or result in any violation of, any provision of the organizational documents of the Company or any federal, state, local or foreign law, statute, rule or regulation ("Laws") or Orders (as hereinafter defined) to which the Company is subject, (ii) conflict with, or result in any default or breach, or give rise to a right of termination, cancellation, modification or acceleration, or cause the forfeiture of any right, under, any Contract, Company Intellectual Property, Accreditation, License or Permit (each as hereinafter defined), except for conflicts, defaults, breaches, rights or forfeitures which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or (iii) require any consent to be obtained or notice to be given under any Contract, Accreditation, License or Permit except for consents and notices the lack of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, . (b) The Transaction Documents to which the Company is a party and this the Exchange Agreement constitutes a legal, constitute valid and binding obligation obligations of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) their respective terms, subject to Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and Laws governing specific performance, moratorium injunctive relief or other equitable remedies. The Class G Preferred Stock and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to Conversion Stock, when issued in compliance with the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the offeringownership thereof. Subject to applicable law, sale the terms, designations, powers, preferences and issuance of the Bridge Notes relative, participating, optional and the Bridge Warrants pursuant to this Agreementother special rights, and the performance qualifications, limitations and fulfillment restrictions, of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and Class G Preferred Stock will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result be as stated in the creation Certificate of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person under, the Articles of Incorporation or By-Laws of the Company or any law, statute, rule or regulation to which the Company is subject or by which any of its properties are bound, or any agreement, instrument, order, judgment or decree to which the Company is subject or by which its properties are boundDesignation.

Authorization; No Breach. The Company has Subject to the full corporate power Lender Consent and authority to executethe consents of the Continuing Members, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of each of this Agreement, Agreement and the Bridge Notes, the Bridge Warrants, and any related financing statement and all other transactions contemplated hereby Third Amendment to Operating Agreement have been duly authorized by the Company. Subject to the Lender Consent and the consents of the Continuing Members, each of the Agreement and this the Third Amendment to Operating Agreement constitutes a legal, valid and binding obligation obligations of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting relating to or limiting creditors' rights generally and (b) subject to the availability of remedies under general equitable principles and (c) remedies. Subject to the extent Lender Consent and the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To consents of the Company's knowledgeContinuing Members, the execution and delivery by the Company of this Agreement and the Third Amendment to Operating Agreement, the offering, sale and issuance of the Bridge Notes Preferred Interest hereunder and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of and compliance with the Company of its obligations under this Agreementrespective terms hereof and thereof by the Company, the Bridge Notes and the Bridge Warrants, do does not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the capital stock or assets of the Company pursuant to, (iv) give any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by any person or notice to any court or administrative or governmental body pursuant to or require to, (1) the consent of any other person under, the Articles of Incorporation or By-Laws organizational documents of the Company or the Subsidiaries, (2) any law, statute, rule or regulation to which the Company or the Subsidiaries is subject or by which any of its properties are boundsubject, or (3) any agreement, instrument, order, judgment or decree to which the Company or the Subsidiaries is subject subject, except, in the case of subclauses (2) and (3) above, for any conflict, result, default, right or by which its properties are boundother requirement that could not reasonably be expected to have a material adverse effect on the transaction contemplated hereby.

Authorization; No Breach. The Company has the full corporate power execution, delivery and authority to execute, deliver and enter into performance of this Agreement and to perform its obligations hereunderthe other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and the other Transaction Documents. Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement, Agreement and the Bridge Notes, other Transaction Documents by the Bridge Warrants, Company and any related financing statement and all other the consummation of the transactions contemplated hereby have been duly authorized by the Company, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (b) the availability of remedies under general equitable principles and (c) to the extent the indemnification provisions contained in Section 8.5 hereof may be limited by applicable federal or state securities laws. To the Company's knowledge, the execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Bridge Notes and the Bridge Warrants pursuant to this Agreement, and the performance and fulfillment of the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, thereby do not and will not (i) conflict with or result in a any breach of the terms, conditions or provisions of, (ii) constitute a default under, or event whichresult in a violation of, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance Lien upon the capital stock or any assets of the Company pursuant to, (iv) give or any third party the right to accelerate any obligation under or terminate, (v) result in a violation of, (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company its Subsidiaries under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or other governmental body pursuant to or require the consent of any other person under, the Articles provisions of Incorporation the Company’s or By-Laws any of its Subsidiaries’ certificates or articles of incorporation or bylaws or, in the case of a foreign Subsidiary, the equivalent governing document, as applicable, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any lawof its Subsidiaries is bound, statute, rule or regulation any Law to which the Company is subject or by which any of its properties are boundSubsidiaries is subject, except as would not reasonably be expected to, individually or any agreementin the aggregate, instrument, order, judgment or decree be material to which the Company is subject or and its Subsidiaries, taken as a whole. This Agreement has been and, as of the Closing Date, the other Transaction Documents shall be, duly executed and delivered by which the Company and assuming due authorization, execution and delivery by the other parties to this Agreement and the other Transaction Documents, this Agreement constitutes, and the other Transaction Documents shall constitute at Closing, a legally valid and binding obligation of the Company, enforceable in accordance with its properties are boundterms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach. The Company has the full corporate power and authority to execute, deliver and enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement, the Bridge Notes, the Bridge Warrants, and any related financing statement Agreement and all other transactions agreements contemplated hereby to which the Company is a party, and the filing of the Certificate of Designations and the Certificate of Amendment have been duly authorized by the Company. This Agreement, the Certificate of Amendment, the Certificate of Incorporation, the Certificate of Designations and this Agreement all other agreements contemplated hereby each constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms terms, except as the enforceability hereof such enforcement may be limited by (ai) any applicable constitutional, bankruptcy, insolvency, moratorium and reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (bii) the availability general principles of remedies under general equitable principles and equity (c) to the extent the indemnification provisions contained regardless of whether enforceability is considered in Section 8.5 hereof may be limited by applicable federal a proceeding in equity or state securities lawsat law. To the Company's knowledge, the The execution and delivery by the Company of this AgreementAgreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Bridge Notes 9% Preferred Stock hereunder, the filing of the Certificate of Amendment and the Bridge Warrants pursuant to this AgreementCertificate of Designations, and the performance and fulfillment of and compliance with the respective terms hereof and thereof by the Company of its obligations under this Agreement, the Bridge Notes and the Bridge Warrants, do not and will shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, or event which, with notice or lapse of time or both, would constitute a breach of or default under, (iii) result in the creation of any lien, security interest, adverse claim, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or terminateunder, (v) result in a violation of, or (vi) result in the loss of any license, certificate, legal privilege or legal right enjoyed or possessed by the Company under, or (vii) except for filings required to be made with the Securities and Exchange Commission, require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to or require the consent of any other person underto, the Articles Certificate of Incorporation Amendment or Bythe Certificate of Designations or the charter or by-Laws laws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is subject or by which any of its properties are boundsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject or by which its properties are boundsubject.