Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this AgreementAgreement and all the agreements contemplated herein (the "Related Agreements"), and the Warrantconsummation 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 Note, Related Agreements have been duly executed by the Security Company and each of the Stockholders (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 Stockholders is a party constitute the valid and legally binding obligations of the Company and each of the Stockholders, 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 and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (i) violate, contravene or breach any provision of the Articles of Incorporation or By-laws of the Company; (ii) violate, conflict with, 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 or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company is a partyparty 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 offeringCompany or its properties, sale assets or business (each, a "Law," and issuance collectively, "Laws"); (iv) violate any license, permit, franchise, or order or other approval of the Note and the Warrant hereunderany federal, the issuance of the Common Stock upon exer-cise of Warrantprovincial, state, local or foreign governmental or regulatory body (each, a "Permit", and the fulfillment of and compliance with the respective terms hereof and thereof by the Companycollectively, do not and shall not "Permits"); or (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iiiv) result in the creation of any lienmortgage, pledge, charge, security interest, charge lien or other encumbrance upon (each, a "Lien") on the Shares or on any of the assets or properties of the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Registration Agreement, the Warrant, the Note, the Security Stockholders Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the amendment of the Certificate of Incorporation (collectively, the "RELEVANT DOCUMENTS") have been duly authorized by the Company. The Relevant Documents to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a partyRelevant Documents, the offering, sale and issuance of the Note and the Warrant Series B Preferred hereunder, the issuance of the Common Stock upon exer-cise conversion of Warrantthe Series B Preferred, the filing of the amendment of the Certificate of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subjectsubject (except for filings required under the Securities Act and state blue sky laws) which event would have a Material Adverse Effect. Except as set forth on the attached "RESTRICTIONS SCHEDULE," none of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebtedness owed to, the Company or another Subsidiary.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Registration Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Stockholders Agreement and all other agreements contemplated hereby to which and thereby, the transactions contemplated hereby and thereby have been duly authorized by the Company is a party and are within the corporate power and authority of the Company. As of the date of their execution and delivery by the Company, this Agreement, the Registration Agreement, the Stockholders Agreement and all other agreements contemplated hereby will be duly executed and delivered by the Company and each constitutes will constitute a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms; except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally. The execution and delivery by the Company of this Agreement, the WarrantRegistration Agreement, the Note, the Security Stockholders Agreement and all other agreements contemplated hereby to which the Company is a partyand thereby, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise exercise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Warrant do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the WarrantManagement Agreements, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Shareholders Agreement, the WarrantProfessional Services Agreement, the Note, the Security Recapitalization Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Management Agreements, the Shareholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantManagement Agreements, the NoteShareholders Agreement, the Security Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Stock hereunder and the Warrant hereunderpursuant to Section 1.2(a), the issuance Amended and Restated Certificate of the Common Stock upon exer-cise of Warrant, Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company is a party or any Subsidiary by which it is subjectbound.

Authorization; No Breach. The execution, delivery delivery, and performance ------------------------- of this Agreement, the WarrantRegistration Agreement, the Note, the Security Agreement and all other agree-ments agreements contemplated hereby to which the Company is from time to time a party, party and the filing of the Articles of Incorporation and the filing of the Certificate of Designation have been duly authorized by the Company. This Agreement, the WarrantRegistration Agreement, the NoteCertificate of Designation, the Security Agreement Articles of Incorporation, and all other agreements contemplated hereby from time to time to which the Company or any Subsidiary is a party each constitutes a valid and binding obliga-tion obligation of the Companysuch Person, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantRegistration Agreement, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale sale, and issuance of the Note and the Warrant Stock hereunder, the issuance Certificate of Designation, the Common Stock upon exer-cise Articles of Warrant, Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall not will not: (i) conflict with or result in a breach of the terms, conditions conditions, or provisions of, ; (ii) constitute a default under, ; (iii) result in the creation of any lienLien, security interest, charge charge, or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, ; (iv) give any third party the right to modify, terminate terminate, or accelerate any obligation under, ; (v) result in a violation of, ; or (vi) require any authoriza-tionauthorization, consent, approval, exemption exemption, or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Articles of Incorporation or bylaws Bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule rule, or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment judgment, or decree to which the Company or any Subsidiary of its Affiliates, or employees is subjecta party or by which it or any of the foregoing Persons is bound.

Authorization; No Breach. The execution, execution and delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which Transaction Documents, the performance by the Company is a partyof its obligations hereunder and thereunder, and the filing of the Certificate of Designation, have been duly authorized by the Company, the Company's Board of Directors, and the Company's Stockholders. The Board of Directors of the Company has unanimously approved and declared advisable this Agreement, all Transactions Documents, and the transactions contemplated hereby and thereby. This Agreement, the WarrantCertificate of Designation, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a Transaction Documents (upon execution and delivery thereof by each party thereto) each constitutes or will constitute as of the Closing a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a partyTransaction Documents, the offeringoffer, sale sale, and issuance of the Note and the Warrant Preferred Stock hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of of, and compliance with with, the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with with, or result in a breach of the terms, conditions or provisions of, (ii) or constitute a default under, (iii) or require any permit, consent, approval, or authorization by or with any Person, or give to any Person any right of termination, amendment, acceleration, suspension, revocation, or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets Lien pursuant to, : (ivi) give any third party the right to modify, terminate Certificate of Incorporation or accelerate any obligation under, Bylaws; (vii) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrumentlicense, permit, order, judgment judgment, injunction, ruling, writ, or decree to which the Company is subject or by which it or any Subsidiary of its properties, rights, or assets may be bound; or (iii) except as would not have a Material Adverse Effect or set forth on Schedule 5.2, any contact, agreement, arrangement, or instrument to which the Company is subjectsubject or by which it or any of its properties, rights, or assets may be bound.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this AgreementAgreement and all the agreements contemplated herein (the "Related Agreements"), and the Warrantconsummation 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 Note, Related Agreements have been duly executed by the Security Company and the Stockholder (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 the Stockholder is a party constitute the valid and legally binding obligations of the Company and the Stockholder, 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 and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (i) violate, contravene or breach any provision of the Articles of Incorporation or By-laws of the Company; (ii) violate, conflict with, 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 or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company is a partyparty 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 offeringCompany or its properties, sale assets or business (each, a "Law," and issuance collectively, "Laws"); (iv) violate any license, permit, franchise, or order or other approval of the Note and the Warrant hereunderany federal, the issuance of the Common Stock upon exer-cise of Warrantprovincial, state, local or foreign governmental or regulatory body (each, a "Permit", and the fulfillment of and compliance with the respective terms hereof and thereof by the Companycollectively, do not and shall not "Permits"); or (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iiiv) result in the creation of any lienmortgage, pledge, charge, security interest, charge lien or other encumbrance upon (each, a "Lien") on the Shares or on any of the assets or properties of the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The Company's execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Amended and Restated Marketing and Facilitation Agreement and all other agreeagreements and instruments contemplated hereby to which it is a party have been duly approved and authorized by the Company and by Pro-ments Fac in its capacity as the Company's sole shareholder. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and all other agreements and instruments contemplated hereby to which the Company is a party, have been duly authorized when executed and delivered by the Company. This AgreementCompany in accordance with the terms hereof, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party shall each constitutes constitute a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or by general principles of equity. The Except as set forth on Schedule 2.4 attached hereto, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby to which the Company it is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do Company does not and 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, the giving of notice or both), (iii) result in the loss of a benefit under or in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court third party or administrative or governmental body or agency any Government Entity pursuant to, (A) the charter or bylaws Organizational Documents of the Company or any Subsidiaryof its Subsidiaries, or (B) any law, statute, rule or regulation Law to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree or (C) any material agreement or instrument to which the Company or any Subsidiary is subject, except in the case of subclause (B) and (C) above, for any conflict, breach, default, loss, creation, modification, termination, acceleration, violation or requirement that would not be material in any respect.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Registration Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, party and the filing of the Articles of Amendment have been duly authorized by the Company. This Agreement, the Warrant, the NoteRegistration Agreement, the Security Agreement Restated Articles of Incorporation, as amended, the Articles of Amendment and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Registration Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Preferred Stock and the Warrant Warrants hereunder, the issuance of the Common Stock upon exer-cise conversion of Warrantthe Preferred Stock, the issuance of the Series A Preferred upon conversion of the Series B Preferred, the issuance of Warrants hereunder, the issuance of Common Stock upon exercise of Warrants, the filing of the Articles of Amendment and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Articles of Amendment or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements and transactions contemplated hereby to which the Company is a party, and thereby have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, Company enforceable in accordance with its terms, subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws affecting creditors' rights generally. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby and thereby to which be executed by the Company is a partyCompany, and the offering, sale and issuance of the Note and the Warrant Units hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, to or filing with, with any court or administrative or governmental body (other than in connection with certain state and federal securities laws) or agency any other third party pursuant to, the charter Fourth Amended and Restated Certificate of Incorporation or bylaws of the Company or any SubsidiaryBylaws, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrument, order, judgment or decree to which the Company is subject or any Subsidiary agreement or instrument to which the Company is subjecta party, or by which its assets are bound. The Series B Junior Preferred Stock has been duly and validly authorized for issuance by the Company and, when issued and paid for in accordance with this Agreement, will be fully paid and non-assessable and free and clear of any liens and preemptive or similar rights. The Senior Common Stock issuable upon exercise of the Warrants has been duly and validly authorized for issuance by the Company and, when issued and paid for in accordance with this Agreement, will be fully paid and non-assessable and free and clear of any liens and preemptive or similar rights.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which Transaction Documents by the Company is a party, have been duly authorized by the Company. This Agreement, Each of the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which Transaction Documents has been duly executed by the Company is a party each and constitutes a valid and legally binding obliga-tion obligation of the Company, enforceable in accordance with its termsterms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of WarrantTransaction Documents, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency or other Person pursuant to, the charter or bylaws of the Company or or, any Subsidiary, Contract (as defined in Section 3(i)) or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreement, instrumentregulation, order, judgment judgment, decree, agreement, license or decree instrument to which the Company or any Subsidiary is subject, except for (A) any such conflict, breach, default, Lien or right of modification, termination or acceleration (other than any of the foregoing arising pursuant to the charter or bylaws of the Company) which would not reasonably be expected to have a Material Adverse Effect or prejudice in any material respect the rights of the Investor under any of the Transaction Documents or (B) the requirement to obtain any authorizations or take or make any related actions and filings required under state securities or "blue sky" laws or to obtain any other authorization, consent, approval, action, notice, declaration or filing if the failure to do so would not reasonably be expected to have a Material Adverse Effect or prejudice in any material respect the rights of the Investor under any of the Transaction Documents.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This LLC Agreement, the WarrantExecutive Management Agreement, the NoteSecurityholders Agreement, the Security Agreement Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Executive Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, the Certificate of Formation and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantLLC Agreement, the NoteExecutive Management Agreement, the Security Agreement Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, Securities hereunder (including pursuant to Section 1B(ii)) and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock equity securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, of or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter or bylaws Certificate of Formation of the Company or any Subsidiarythe LLC Agreement, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company is a party or any Subsidiary by which it is subjectbound.

Authorization; No Breach. The execution, delivery and ------------------------ performance ------------------------- of this Agreement, the WarrantRegistration Agreement, the NoteAcquisition Agreement, the Security Borrowing Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, the amendment of the Certificate of Incorporation and the amendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the WarrantRegistration Agreement, the NoteAcquisition Agreement, the Security Agreement Borrowing Agreement, the preferred stock provisions of the Certificate of Incorporation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantRegistration Agreement, the NoteAcquisition Agreement, the Security Borrowing Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Investor Stock hereunder and the Warrant hereunderWarrants under the Borrowing Agreement, the issuance of the Class A Common Stock upon exer-cise conversion of Warrantthe Class B Common, the amendment of the Certificate of Incorporation and the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the WarrantRegistration Agreement, the NoteStockholders Agreement, the Security Escrow Agreement and all other agree-ments agreements and transactions contemplated hereby and thereby to which the Company is a party, and the amendment to the Company's Articles of Incorporation and By-Laws have been duly authorized by the Company. This Agreement, the WarrantRegistration Agreement, the NoteStockholders Agreement, the Security Escrow Agreement and all of the other agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable against the Company in accordance with its terms, except as any of them may be affected by laws relating generally to the enforcement of creditors' rights and general principles of equity. The execution and delivery by the Company of this Agreement, the WarrantRegistration Agreement, the NoteStockholders Agreement, the Security Escrow Agreement and all other agreements and instruments contemplated hereby to which be executed by the Company is a partyCompany, the filing of the Articles of Incorporation with the Secretary of State of Indiana, the amendment to the Company's By-Laws and the offering, sale and issuance of the Note and the Warrant Class A Common hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency (other than in connection with certain state and federal securities laws) pursuant to, the charter Articles of Incorporation or bylaws of the Company or any SubsidiaryBy-Laws, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrument, order, judgment or decree to which the Company is subject or any Subsidiary agreement or instrument to which the Company is subjecta party.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which by the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security The Agreement and all other agreements contemplated hereby to which has been duly executed by the Company is a party each and constitutes a valid and legally binding obliga-tion obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Except as set forth on Schedule 3(b) hereto, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, consummation of the transactions contemplated hereby do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency or other Person pursuant to, (i) the charter or bylaws of the Company or any Subsidiary, or (ii) any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreement, instrumentregulation, order, judgment or judgment, decree to which the Company or any Subsidiary is subjectsubject and which is material to the Business or (iii) any contract, agreement or other instrument to which the Company or any Subsidiary is a party, except, in the case of clause (iii) above, for any conflict, breach, default, Lien, modification, termination, acceleration, violation or other matter referred to above that could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Acquisition Agreement, the Warrant, Senior Management Agreements and the Note, the Security Registration Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, , the Acquisition Agreement, the Senior Management Agreements, the Registration Agreement, the Certificate of Incorporation and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantAcquisition Agreement, the Note, Senior Management Agreements and the Security Registration Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Stock hereunder and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, pursuant to Section 1B and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's ’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws of the Company or any Subsidiary, Bylaws or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company is a party or any Subsidiary by which it is subjectbound.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, party have been duly authorized and the Restated Certificate has been duly authorized and executed by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The Subject to the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant Exchange Shares hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter Certificate or bylaws the certificate of the Company or incorporation of any Subsidiary, or any law, statute, . rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subjecta party or by which their respective property is bound, other than as expressly contemplated in such agreements described above and other than those made and obtained.

Authorization; No Breach. The execution, delivery and performance ------------------------- of ------------------------ this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Registration Agreement, the WarrantShareholders Agreement, the Note, the Security Agreement Warrants and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Registration Agreement, the Shareholders Agreement, the Warrants and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantRegistration Agreement, the NoteShareholders Agreement, the Security Agreement Warrants and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant Units hereunder, the issuance of the Common Stock upon exer-cise conversion of Warrant, the Series A Preferred or upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a material default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a material violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Articles of Incorporation or bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment Judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement and the other agreements contemplated hereby and the transactions contemplated hereby and thereby have been duly and validly authorized by the Company and each Member. No other corporate act or proceeding on the part of the Company, its Managers or its Members is necessary to authorize the execution, delivery or performance of this Agreement, the Warrant, the Note, the Security Agreement and all any other agree-ments agreement contemplated hereby to which or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company is a party, have been duly authorized by and the Company. This Agreement, Members and this Agreement constitutes and the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The upon execution and delivery by the Company and the Members shall each constitute, a valid and binding obligation of the Company and the Members, enforceable in accordance with their terms. Except as set forth on Schedule 3.14 (Seller Consents Schedule), the execution, delivery and performance of this Agreement, the Warrant, the Note, the Security Agreement and all the other agreements contemplated hereby to which by the Company is a party, and the offering, sale Members and issuance the consummation of the Note transactions contemplated hereby and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, thereby do not and shall not (ia) conflict with or result in a any breach of any of the terms, conditions or provisions of, (iib) constitute a default under, result in a violation of, or cause the acceleration of any obligation under, (iiic) result in the creation of any lien, security interest, charge or encumbrance upon any of the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation Closing Assets under, (v) result in a violation of, or (vid) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration toto any court, or filing with, any court or administrative or other governmental body or other third party (including, without limitation, any insurance carrier) under the provisions of the Company's articles of organization, operating agreement, any indenture, mortgage, lease, loan agreement, service agreement, agency pursuant toagreement, the charter agreement with any insurance carrier or bylaws of other agreement or instrument to which the Company or any Subsidiary, the Members are bound or affected or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrumentjudgment, order, judgment order or decree to which the Company or the Members are subject or by which any Subsidiary is subjectof the Interests or Closing Assets are bound.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements and instruments contemplated hereby to which the Company is a partyparty and the offering, sale and issuance of the Preferred Stock and Common Stock hereunder have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its termsterms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights). The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Preferred Stock and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien (other than any Lien in favor of the lenders under the Senior Loan Documents and any inchoate tax Liens) upon the Company's or any Subsidi-ary's of its Subsidiaries' capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiaryof its Subsidiaries, or any law, statute, rule or regulation to which the Company or any Subsidiary of its Subsidiaries is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary of its Subsidiaries is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the WarrantWarrants, the NoteNotes, the Security Agreement executed in connection herewith and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the WarrantWarrants, the NoteNotes, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantWarrants, the NoteNotes, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Notes and the Warrant Warrants hereunder, the issuance of the Common Stock upon exer-cise of Warrantthe Warrants, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement Documents and all other agree-ments agreements contemplated hereby to which the Company is a party, party and the filing of the Certificate of Designation have been duly authorized by the Company. This Agreement, The Documents and the Warrant, the Note, the Security Agreement Certificate of Designation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its termsterms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). The Except as set forth on the attached "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement Documents and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunderPurchased Preferred, the issuance of the Common Stock upon exer-cise conversion of Warrantthe Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreements and the Purchase Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the filing of the Certificate of Designation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Certificates of Designation or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Debt owed to, the Company or another Subsidiary.

Authorization; No Breach. The execution, delivery delivery, and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company or Seller is a party have been duly authorized by the Company or Seller, as the case may be. This Agreement and each constitutes a valid other agreement contemplated hereby, when executed and delivered by the parties thereto, will constitute the legal, valid, and binding obliga-tion obligation of the Company, the Seller, or both as the case may be, enforceable against Seller or the Company, as the case may be, in accordance with its termsterms except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium, or similar laws affecting the rights of creditors generally or judicial limits on the right of specific performance. The execution and delivery by the Company and Seller of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company or Seller is a party, the offering, offering and sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, Shares hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the CompanyCompany and Seller, do not and shall will not (i1) conflict with or result in a breach of the terms, conditions or provisions of, (ii2) constitute a default under, (iii3) result in the creation of any lien, security interest, charge charge, or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets of Seller or the Company, pursuant to, (iv4) give any third party the right to modify, terminate or accelerate any obligation under, (v5) result in a violation or give rise to termination or modification of, or (vi6) require any authoriza-tionauthorization, consent, approval, exemption exemption, or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency any other person or entity pursuant to, to the charter or bylaws of Seller, the Company or any SubsidiaryCompany, or any law, statute, rule rule, license or regulation to which Seller or the Company or any Subsidiary Company, is sub-jectsubject, or any agreement, instrument, order, judgment judgment, or decree to which Seller or the Company or any Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company such Selling Stockholder is a party party, when executed and delivered by such Selling Stockholder in accordance with the terms hereof, shall each constitutes constitute a valid and binding obliga-tion obligation of the Companysuch Selling Stockholder, enforceable against such Selling Stockholder 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 such Selling Stockholder of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company such Selling Stockholder is a party, the offering, sale and issuance repurchase of the Note and the Warrant hereunder, the issuance such Selling Stockholder’s shares of the Common Stock upon exer-cise of Warranthereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by the Companysuch Selling Stockholder, do not and 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, the giving of notice or both), (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or such Selling Stockholder’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court third party or administrative or governmental body or agency any Governmental Entity pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation Law to which the Company or any Subsidiary such Selling Stockholder is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary such Selling Stockholder is subject.

Authorization; No Breach. This Agreement and all other ------------------------ agreements or instruments contemplated hereby to which such Seller is a party or by which such Seller is bound, when executed and delivered by such Seller in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance ------------------------- by such Seller of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company such Seller is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Companysuch Seller, do not and 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, the giving of notice or both), (iii) result in the creation of any lienLien, security interest, mortgage, charge or encumbrance upon the Companysuch Seller's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court third party or administrative or governmental body or agency Government Entity pursuant to, any Law to which such Seller is subject, the charter articles of incorporation or bylaws of the Company or any Subsidiarysuch Seller, if applicable, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary such Seller is subject. Such Seller is not a party to or bound by any written or oral agreement or understanding with respect to an Acquisition Proposal or a Third Party Acquisition other than this Agreement, and has terminated all discussions with third parties (other than the Parent) regarding Acquisition Proposals or Third Party Acquisitions.

Authorization; No Breach. The execution and delivery by each member of the Acquiree Group of this Agreement and each of the other agreements and transactions contemplated hereby have been duly authorized by all necessary proceedings of the Board of Directors of each member of the Acquiree Group and, upon the requisite adoption and approval by a majority of the shareholders of each member of the Acquiree Group, all corporate action of each member of the Acquiree Group necessary for the authorization and consummation of the transactions contemplated by this Agreement shall have been taken. This Agreement and each of the other agreements contemplated hereby constitute the valid and binding obligations of Acquiree enforceable against it in accordance with their respective terms. The execution, delivery and compliance with and performance ------------------------- by each member of the Acquiree Group of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which each of the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Companyhereby, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do does not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Material lien, security interest, charge or encumbrance upon the Companyeither Acquiree's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any Material obligation under, (v) result in a Material violation of, or (vi) require any authoriza-tionauthorization, consent, approval, permit, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency Governmental body, pursuant to, to the charter documents of Acquiree or bylaws of the Company its Subsidiary or any Subsidiary, Requirement of Law to which Acquiree or its Subsidiary is subject or any law, statute, rule Contractual Obligation or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, other instrument, order, judgment or decree to which the Company Acquiree or any its Subsidiary is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the WarrantWarrants, the NoteAmended Stockholders Agreement, the Security Agreement Exchange Notes and all other agree-ments agreements contemplated hereby to which the Company is a party, party have been duly authorized by the Company. This Agreement, the WarrantWarrants, the NoteAmended Stockholders Agreement, the Security Agreement Exchange Notes, the Certificate and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. The Except as set forth on the "No Breach; Consents" Schedule, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Stockholders Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, offering and sale and issuance of the Note and the Warrant Purchased Securities hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the CompanyCompany and each Seller, do not and shall could not reasonably be expected to (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, (A) the charter or bylaws of the Company or any Subsidiary, or (B) any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or (C) any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject, except in the case of clauses (B) and (C) only, for such conflicts, breaches, defaults, encumbrances, rights, violations and requirements which would not have a material adverse effect on the financial condition, assets or business of the Company and its Subsidiaries taken as a whole.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Registration Rights Agreement, the WarrantExecutive Purchase Agreements, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company Corporation is a party, the filing of the Corporation's amended and restated Certificate of Incorporation referred to in Section 2.02 above, and the adoption of the Corporation's Bylaws referred to in Section 2.03 above have been duly authorized by the Corporation. Each of this Agreement, the Registration Rights Agreement, the Executive Purchase Agreements and each other agreement contemplated hereby to which the Corporation is a party each constitutes a legal, valid and binding obliga-tion obligation of the CompanyCorporation, enforceable against the Corporation in accordance with its terms. The execution and delivery by the Company Corporation of this Agreement, the WarrantRegistration Rights Agreement, the Note, the Security Agreement Executive Purchase Agreements and all other agreements contemplated hereby to which the Company Corporation is a party, party and the offering, sale and issuance consummation of the Note transactions contemplated hereby and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Companythereby, do not and shall will not (i) conflict with or result in a default under or breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien upon the CompanyCorporation's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iviii) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (viiv) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws Bylaws of the Company or any SubsidiaryCorporation, or any law, statute, rule or regulation to which the Company Corporation or any Subsidiary or any executive officer of the Corporation is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company Corporation or any Subsidiary or any executive officer of the Corporation is subject.

Authorization; No Breach. The execution, delivery delivery, and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which Sharps, the Company is a party Sellers or the Partnership are parties have been duly authorized by Sharps, or the Sellers, or the Partnership, as the case may be, To best of each constitutes a valid Warranting Party's knowledge, this Agreement and each other agreement contemplated hereby, when executed and delivered by the parties thereto, will constitute the legal, valid, and binding obliga-tion obligation of Sharps, the CompanySellers, or the Partnership, or all of them as the case may be, enforceable against such parties in accordance with its termsterms except as the enforceability thereof may be limited by the Partnership Agreement, the application of bankruptcy, insolvency, moratorium, or similar laws affecting the rights of creditors generally or judicial limits on the right of specific performance. The Except as provided in this Agreement, the execution and delivery by Sharps, the Company Sellers and the Partnership of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which Sharps or the Company Sellers or the Partnership is a party, the offering, offering and sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, Units hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by Sharps, the Company, Sellers and the Partnership do not and shall will not (i1) conflict with or result in a breach of the terms, conditions or provisions of, (ii2) constitute a default under, (iii3) result in the creation of any lien, security interest, charge charge, or encumbrance upon the Company's or any Subsidi-ary's capital stock securities or assets of the Sellers or Sharps pursuant to, (iv4) give any third party the right to modify, terminate or accelerate any obligation under, (v5) to the best of each Warranting Party's knowledge, result in a violation of, or (vi6) to the best of each Warranting Party's knowledge, require any authoriza-tionauthorization, consent, approval, exemption exemption, or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, to the charter or bylaws of the Company or any Subsidiary, Sharps or any law, statute, rule rule, or regulation to which the Company Sellers, Sharps or any Subsidiary the Partnership is sub-jectsubject, or any agreement, instrument, order, judgment judgment, or decree to which the Company Sellers, Sharps or any Subsidiary the Partnership is subject., including but not limited to the Sharps Partnership Agreement. Huxxx xcknowledges that he has been informed that his acquisition of the Option Units and/or Pledged Units may result in a "termination" of Sharps for federal income tax purposes, which may cause him to suffer adverse tax consequences and may be contrary to the Sharps Partnership Agreement. 6.4

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, Agreement and the Warrant, the Note, the Security Agreement Warrant Certificate and all other agree-ments agreements and instruments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This AgreementAgreement and the Warrant Certificate, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby to which the Company is a party each constitutes constitute a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms, except as may be limited by laws governing creditors’ rights generally with respect to third parties. The execution and delivery by the Company of this AgreementAgreement and the Warrant Certificate, the Warrant, the Note, the Security Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale offering and issuance of the Note and the Warrant Warrants hereunder, the issuance of the Common Stock upon exer-cise exercise of Warrantthe Warrants, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's ’s or any Subsidi-ary's of the Company’s Subsidiary’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or of any SubsidiarySubsidiary of the Company, or any law, statute, rule or regulation to which the Company or any Subsidiary of the Company is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary of the Company is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, party have been duly authorized and the Restated Certificate has been duly authorized and executed by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The Subject to the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant Exchange Shares hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter Certificate or bylaws the certificate of the Company or incorporation of any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subjecta party or by which their respective property is bound, other than as expressly contemplated in such agreements described above and other than those made and obtained.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which by the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security The Agreement and all other agreements contemplated hereby to which has been duly executed by the Company is a party each and constitutes a valid and legally binding obliga-tion obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Except as set forth on Schedule 3(b) hereto, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, consummation of the transactions contemplated hereby do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's ’s or any Subsidi-ary's Subsidiary’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency or other Person pursuant to, (i) the charter or bylaws of the Company or any Subsidiary, or (ii) any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreement, instrumentregulation, order, judgment or judgment, decree to which the Company or any Subsidiary is subjectsubject and which is material to the Business or (iii) any contract, agreement or other instrument to which the Company or any Subsidiary is a party, except, in the case of clause (iii) above, for any conflict, breach, default, Lien, modification, termination, acceleration, violation or other matter referred to above that could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Breach. This Agreement and all other agreements or instruments contemplated hereby to which any Seller is a party or by which any Seller is bound, when executed and delivered by such Seller in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance ------------------------- by each Seller of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company such Seller is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Companysuch Seller, do not and 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, the giving of notice or both), (iii) result in the creation of any lien, security interest, mortgage, charge or encumbrance upon the Companysuch Seller's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court third party or administrative or governmental body or agency Government Entity pursuant to, any Law to which such Seller is subject, the charter articles of incorporation or bylaws of the Company or any Subsidiarysuch Seller, if applicable, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary such Seller is subject. None of the Sellers is a party to or bound by any written or oral agreement or understanding with respect to an Acquisition Proposal or a Third Party Acquisition other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or Third Party Acquisitions.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, ------------------------ the Warrant, the Note, the Security Agreement Documents and all other agree-ments agreements contemplated hereby to which the Company is a party, party and the filing of the Certificate of Designation have been duly authorized by the Company. This Agreement, The Documents and the Warrant, the Note, the Security Agreement Certificate of Designation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its termsterms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). The Except as set forth on the attached "Restrictions Schedule," the execution and delivery by the Company --------------------- of this Agreement, the Warrant, the Note, the Security Agreement Documents and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunderPurchased Preferred, the issuance of the Common Stock upon exer-cise conversion of Warrantthe Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreements and the Purchase Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the filing of the Certificate of Designation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Certificates of Designation or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of the Subsidiaries are subject to any restrictions --------------------- upon making loans or advances or paying dividends to, transferring property to, or repaying any Debt owed to, the Company or another Subsidiary.

Authorization; No Breach. The execution, delivery and performance ------------------------- of ------------------------ this Agreement, the WarrantManagement Agreements, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Stockholders Agreement, the WarrantProfessional Services Agreement, the Note, the Security Recapitalization Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantManagement Agreements, the NoteStockholders Agreement, the Security Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Stock hereunder and the Warrant hereunderpursuant to Section 1.2(a), the issuance -------------- Amended and Restated Certificate of the Common Stock upon exer-cise of Warrant, Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company is a party or any Subsidiary by which it is subjectbound.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, have the adoption of the Charter, and the authorization, issuance and delivery of the Series C-2 Preferred and the Common Stock issuable upon conversion of the Series C-2 Preferred and the Series C-2 Preferred issuable as dividends on the Series C-2 Preferred has been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement Charter and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The Except as set forth on the “Restrictions Schedule,” the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunderSeries C-2 Preferred hereunder (including by exchange pursuant to Section 1E), the issuance of the Common Stock upon exer-cise conversion of Warrantthe Series C-2 Preferred, the adoption of the Charter and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's ’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter or Amended and Restated Certificate of Incorporation, as in effect immediately prior to the applicable Closing, or, bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The Company represents and warrants that (i) the Company is duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the requisite power and authority to issue this Warrant and the Warrant Stock; (ii) the number of shares of Warrant Stock issuable upon the entire exercise of this Warrant are presently authorized but unissued; (iii) the issuance of this Warrant and the issuance of the Warrant Stock issuable upon exercise of this Warrant have been authorized and approved by all necessary corporate action; (iv) the execution, delivery and performance ------------------------- issuance of this AgreementWarrant and the issuance of the Warrant Stock underlying this Warrant will not violate any law, the Warrantrule, the Noteregulation, the Security Agreement and all other agree-ments contemplated hereby to which order, writ, judgment, injunction, decree or award binding on the Company is a party, have been duly authorized by or the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby provision or provisions of any agreement to which the Company is a party each constitutes a valid and binding obliga-tion or is subject, or by which any of the Company's property is bound, enforceable or conflict with or constitute a material default thereunder, or result in accordance with its terms. The execution and delivery the creation or imposition of any lien pursuant to the terms of any such agreement, or constitute a breach of any fiduciary duty owed by the Company to any third party, or require the approval of this Agreementany third party pursuant to any contract, the Warrantagreement, the Noteinstrument, the Security Agreement and all other agreements contemplated hereby relationship or legal obligation to which the Company is a partysubject or to which any of its properties may be subject, except for the offeringapprovals set forth on Exhibit A to the Promissory Note from the Company to Holder of even date herewith; and (v) when issued, sale and issuance of the Note both this Warrant and the Warrant hereunderStock issuable upon exercise of this Warrant shall be duly and validly issued, the issuance of the Common Stock upon exer-cise of Warrant, fully paid and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subjectnonassessable.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, each of the Warrant, the Note, the Security Agreement Transaction Documents and all other agree-ments agreements and instruments contemplated hereby to which the Company is a party, party have been duly authorized by the Company. This Agreement, Each of the Warrant, the Note, the Security Agreement Transaction Documents and all other agreements and instruments contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, Company enforceable in accordance with its terms, except (i) to the extent rights to indemnity and contribution may be limited by applicable state or federal securities laws or other public policy underlying such laws, (ii) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally and (iii) enforceability may be limited by general principles of equity. The execution and delivery by the Company of this Agreement, each of the Warrant, the Note, the Security Agreement Transaction Documents and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note Securities hereunder, and the Warrant hereunder, the issuance consummation of the Common Stock upon exer-cise of Warrant, transactions contemplated thereby and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, as applicable, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lienLien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's ’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the articles of incorporation, bylaws or other charter or bylaws documents of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary of its Significant Affiliates is sub-jectsubject (including, without limitation, any usury laws applicable to the Note), or any agreement, instrument, material agreement or instrument or any order, judgment or decree to which the Company or any Subsidiary of its Significant Affiliates is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, Notes and the Note, Other Agreements by the Security Agreement Corporation and the consummation by the Corporation of all other agree-ments transactions contemplated hereby or thereby, including but not limited to which the Company is a partyoffering, issuance and sale of the Notes pursuant to this Agreement, have been duly authorized by all required corporate actions of the CompanyCorporation and its stockholders. This Agreement constitutes, and this Agreement, the WarrantNotes and the Other Agreements as of the Closing will constitute, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligations of the CompanyCorporation, enforceable against the Corporation in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions in the Registration Rights Agreement may be limited by applicable federal or state securities laws. The execution and delivery by the Company Corporation of this Agreement, the WarrantNotes and the Other Agreements, and the Note, consummation by the Security Agreement and all other agreements Corporation of the transactions contemplated hereby and thereby, including but not limited to which the Company is a party, the offering, issuance and sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the CompanyNotes pursuant to this Agreement, do not and shall will not (with or without due notice, lapse of time, or both) (i) conflict with or result in a breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's capital stock or assets of the Corporation or any of its Subsidiaries pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, or terminate any right of the Company under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, qualification, approval, exemption exemption, filing or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency any other person or entity (other than (A) the filing of the Series II Designation with the Secretary of State of the State of Florida and (B) filings pursuant to Section 25102.1(d) of the California Corporate Securities Law of 1968, as amended, and the rules thereunder, other applicable state securities laws and Regulation D of the Securities Act) pursuant to, any of (x) the charter Certificate or bylaws Bylaws of the Company or any SubsidiaryCorporation, or (y) any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrument, order, judgment or decree to which the Company Company, or any Subsidiary of its properties is subject, or (z) any contract, evidence of indebtedness, permit, license, agreement or instrument to which the Company is a party or to which any of the Company's properties is subject.

Authorization; No Breach. The execution, delivery and performance ------------------------- ------------------------ of this Agreement, the WarrantRegistration Rights Agreement, the Note, the Security Agreement Warrants and all other agree-ments agreements and instruments contemplated hereby to which the Company is a party, party have been duly authorized by the Company. This Agreement, the WarrantRegistration Rights Agreement, the Note, the Security Agreement Warrants and all other agreements and instruments contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantRegistration Rights Agreement, the Note, the Security Agreement Warrants and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant Warrants hereunder, the issuance of the Common Stock upon exer-cise exercise of Warrant, the Warrant(s) and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter or bylaws of the Company or any Subsidiaryof its Subsidiaries, or any law, statute, rule or regulation to which the Company or any Subsidiary of its Subsidiaries is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary of its Subsidiaries is subject.subject (except to the extent of any Five Percent Purchaser rights not waived). 5D.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Senior Management Agreement, the WarrantExecutive Stock Agreements, the NoteStockholders Agreement, the Security Registration Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Senior Management Agreement, the Executive Stock Agreements, the Stockholders Agreement, the Registration Agreement, the Certificate of Incorporation and all other agreements contemplated hereby each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the WarrantSenior Management Agreement, the NoteExecutive Stock Agreements, the Security Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company do not and shall will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-ary's ’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to, the charter Certificate of Incorporation or bylaws of the Company or any SubsidiaryCompany, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company is a party or any Subsidiary by which it is subjectbound.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the WarrantRegistration Amendment No. 3, and the NoteS/H Amendment No. 3, the Security Agreement and all other agree-ments agreements and transactions contemplated hereby and thereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the WarrantRegistration Amendment No. 3, and the NoteS/H Amendment No. 3, the Security Agreement and all of the other agreements contemplated hereby and thereby to which the Company is a party party, each constitutes a valid and binding obliga-tion obligation of the Company, enforceable against the Company in accordance with its terms, except as any of them may be affected by laws relating generally to the enforcement of creditors' rights and general principles of equity. The execution and delivery by the Company of this Agreement, the WarrantRegistration Amendment No. 3, and, subject to Lender approval, the NoteS/H Amendment No. 3, the Security Agreement and all other agreements and instruments contemplated hereby to which be executed by the Company is a partyCompany, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of WarrantSDI Stock, and the fulfillment of and compliance with the respective terms hereof hereby and thereof by the Company, do not and shall will not (ia) conflict with or result in a breach of the terms, conditions or provisions of, of (iib) constitute a default under, (iiic) result in the creation of any lien, security interest, charge or encumbrance Lien upon the Company's or any Subsidi-ary's capital stock or assets pursuant to, (ivd) give any third party the right to modify, terminate or accelerate any obligation under, (ve) result in a violation of, or (vi) require any authoriza-tion, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency (other than in connection with certain state and federal securities laws) pursuant to, the charter Articles of Incorporation, as amended, or bylaws of the Company or any SubsidiaryBy-Laws, as amended, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectrule, or any agreementregulation, instrument, order, judgment or decree to which the Company is subject or any Subsidiary agreement or instrument to which the Company is subjecta party.

Authorization; No Breach. This Agreement and all other agreements or instruments contemplated hereby to which any Seller is a party or by which any Seller is bound, when executed and delivered by such Seller in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance ------------------------- by each Seller of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company such Seller is a party, the offering, sale and issuance of the Note and the Warrant hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Companysuch Seller, do not and 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, the giving of notice or both), (iii) result in the creation of any lien, security interest, mortgage, charge or encumbrance upon the Companysuch Seller's or any Subsidi-ary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court third party or administrative or governmental body or agency Government Entity pursuant to, any Law to which such Seller is subject, the charter articles of incorporation or bylaws of the Company or any Subsidiarysuch Seller, if applicable, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-ject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary such Seller is subject. Neither of the Sellers is a party to or bound by any written or oral agreement or understanding with respect to an Acquisition Proposal or a Third Party Acquisition other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or Third Party Acquisitions.

Authorization; No Breach. The execution, delivery and performance ------------------------- ------------------------ of this Agreement, the Warrant, the Note, the Security Agreement and all other agree-ments agreements contemplated hereby to which the Company is a party, party have been duly authorized and executed by the CompanyCompany and the Restated Certificate has been duly authorized. This Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obliga-tion obligation of the Company, enforceable in accordance with its terms. The Subject to the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the execution and delivery by the Company of this Agreement, the Warrant, the Note, the Security Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Note and the Warrant Exchange Shares hereunder, the issuance of the Common Stock upon exer-cise of Warrant, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or any Subsidi-arySubsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authoriza-tionauthorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the charter Restated Certificate or bylaws the certificate of the Company or incorporation of any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is sub-jectsubject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subjecta party or by which their respective property is bound, other than as expressly contemplated in such agreements described above and other than those made and obtained.