Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien upon the stock or assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant to, the Articles of Incorporation or bylaws of the Company, or any Law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Vesting Agreements, the Executive Stock Agreements, and all other agreements contemplated hereby to which the Company is a party, the filing of the amendment of the Company's Articles Certificate of Incorporation referred to in paragraph 2B above, and each the amendment of the Company's Bylaws referred to in paragraph 2C above have been duly authorized by the Company. This Agreement, the Stockholders Agreement, the Executive Stock Agreements, the Vesting Agreements, the Registration Agreement, the Certificate of Incorporation, and all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Stockholders Agreement, the Xxxxxxxx Purchase AgreementExecutive Stock Agreements, the Xxxxxxxx Side Letter, the Stockholders AgreementVesting Agreements, the Registration Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants Class A Common hereunder and Series A Preferred hereunderthe Class B Common and Class C Common under the Executive Stock Agreements, the issuance filing of the Common Stock upon exercise amendments to the Certificate of the Warrants Incorporation referred to above and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Articles of Incorporation charter or bylaws Bylaws of the Company, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Senior Management Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Professional Services Agreement and each all other agreement agreements contemplated hereby and thereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, the Certificate of Incorporation and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side LetterSenior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the NotesStock hereunder and pursuant to SECTIONS 1B(b), Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants 1C(b) AND 1D(b) and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, the Articles Certificate of Incorporation or bylaws of the Company, or any Lawlaw, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subjecta party or by which it is bound.

Authorization; No Breach. The Company Corporation has duly authorized full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and each other document or instrument contemplated hereby and thereby, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Corporation of this Agreement, the NotesRegistration Rights Agreement and each other document or instrument contemplated hereby and thereby, and the Warrantsfiling of the Certificate of Designation and the Amendment have been duly authorized by all requisite corporate action by the Corporation. This Agreement has been, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, Rights Agreement and each other agreementdocument or instrument to be executed by the Corporation in connection herewith or therewith will be, contemplated hereby duly executed and delivered by the Corporation and constitutes, or thereby to which it is will constitute, a party. This Agreementlegal, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company Corporation, enforceable against it in accordance with its their terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the NotesRegistration Rights Agreement and each other document or instrument contemplated hereby and thereby, the Warrants, Share Option Purchase Agreementfiling of the Certificate of Designation and the Amendment, the Xxxxxxxx Purchase Agreement, consummation of the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements transactions contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms provisions hereof and thereof by the Company does not Corporation, and the issuance, sale and delivery of the Series A Preferred Shares and the Reserved Shares by the Corporation, will not (a) conflict with violate any provision of law, statute, rule or result in a breach of the termsregulation, conditions or provisions any ruling, writ, injunction, order, judgment or decree of, (b) constitute a default under, (c) result in the creation of any Lien upon the stock or assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice of declaration to, or filing with, any court, administrative agency or other governmental body applicable to the Corporation or any subsidiary of the Corporation, or (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any Government Entity pursuant toright of termination, cancellation or acceleration) under, the Articles of Incorporation or bylaws of the CompanyCorporation and the Amended Certificate of Designation, or Bylaws, or under any Lawnote, statuteindenture, rule mortgage, lease, purchase or regulation sales order or other contract, agreement or instrument to which the Company Corporation or any subsidiary of the Corporation is subjecta party or by which it or any of its property is bound or affected, or (c) result in the creation of any material agreementlien, instrumentsecurity interest, ordercharge or encumbrance upon any of the properties or assets of the Corporation or any subsidiary of the Corporation. None of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, judgment transferring property to, or decree to which repaying any Indebtedness owed to, the Company is subjectCorporation or another subsidiary.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and the other Transaction Documents. Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, other Transaction Documents by the Company and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, consummation of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will not (a) conflict with or result in a any breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in a violation of, result in the creation of any Lien upon the stock or any assets of the Company pursuant to, (d) give or any third party the right to modify, terminate or accelerate any obligation of its Subsidiaries under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant court or other governmental body under, the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws or, in the case of a foreign Subsidiary, the equivalent governing document, as applicable, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any Law to which the Company or any of its Subsidiaries is subject, except as would not reasonably be expected to, individually or in the Articles aggregate, be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been and, as of Incorporation or bylaws the Closing Date, the other Transaction Documents shall be, duly executed and delivered by the Company and assuming due authorization, execution and delivery by the other parties to this Agreement and the other Transaction Documents, this Agreement constitutes, and the other Transaction Documents shall constitute at Closing, a legally valid and binding obligation of the Company, or any Lawenforceable in accordance with its terms, statuteexcept as enforceability may be limited by bankruptcy Laws, rule or regulation to which other similar Laws affecting creditors’ rights and general principles of equity affecting the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subjectavailability of specific performance and other equitable remedies.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of ------------------------ this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Warrant Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Preferred Stock Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the Certificates of Designation, the amendment of the Company's Articles Certificate of Incorporation by the Certificate Amendment and each the amendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the Warrants, the Warrant Agreement, the Preferred Stock Purchase Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement, the Certificates of Designation, the Company's Certificate of Incorporation (as amended by the Certificate Amendment) and all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its termsterms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restrictions Schedule," the execution and delivery by the Company --------------------- of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Intercreditor Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Acquisition Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunderPurchased Preferred, the issuance of the Common Stock upon conversion of the Convertible Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the Warrants filing of the Certificates of Designation, the filing of the Certificate Amendment and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles Certificates of Incorporation Designation or the charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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. (a) The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Registration Agreement, the Xxxxxxxx Side LetterStockholders Agreement, the Stockholders Agreement and Put/Call Agreement, the Registration Pledge Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it MCK Nevada is a party, and the amendment of the Articles of Incorporation have been duly authorized by MCK Nevada. This Agreement, the NotesArticles of Incorporation, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Registration Agreement, the Xxxxxxxx Side LetterStockholders Agreement, the Stockholders Put/Call Agreement, the Pledge Agreement and all other agreements contemplated hereby to which MCK Nevada is a party each constitutes a valid and binding obligation of MCK Nevada, enforceable against MCK Nevada in accordance with its terms, subject to the rules and principles of equity and the rules and principles applicable to bankruptcy and insolvency and except to the extent that the enforceability of Section 6 of the Registration Agreement may be limited by public policy. The execution and delivery by MCK Nevada of this Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Put/Call Agreement, the Pledge Agreement and all other agreements contemplated hereby and thereby to which it MCK Nevada is a party, the offering, sale and issuance of the Notes, Warrants Notes and Series A Preferred the Redeemable Stock hereunder, the issuance amendment of the Common Stock upon exercise Articles of the Warrants Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does MCK Nevada, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the MCK Nevada's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, of or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyMCK Nevada or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company MCK Nevada or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company MCK Nevada or any Subsidiary is subject. 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, MCK Nevada or another Subsidiary.

Authorization; No Breach. The Company has duly authorized the Company's execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement Related Documents and the Registration Agreement, all other agreements and each other agreement, instruments contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes have been duly authorized by the Company. This Agreement and the Related Documents constitute valid and binding obligations of the Company, enforceable in accordance with their terms, and all other agreements and instruments contemplated hereby to which the Company or any Subsidiary of the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company or such Subsidiary, enforceable against it in accordance with its terms, except, in each case, 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). Except as set forth on the attached RESTRICTIONS SCHEDULEAuthorization Schedule 5.3, and except for instances which could not reasonably be expected to have a Material Adverse Effect, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Related Documents and all other agreements and instruments contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does or such Subsidiary do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (f) require any authorization, consent, approval, exemption notice or other action by or notice to any Government Entity pursuant declaration to, the Articles of Incorporation or bylaws of the CompanyCompany or any of its Subsidiaries, or any Law, statute, rule or regulation Law to which the Company or any of its Subsidiaries is subject, or any material agreement, instrument, order, judgment or decree or any material agreement or instrument to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance by ------------------------ each HTI Company of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation party and each of the transactions contemplated hereby or thereby, have been duly and validly authorized by such HTI Company and no other corporate act or proceeding on the part of such HTI Company, its board of directors or its stockholders is necessary to authorize the execution, delivery or performance by such HTI Company of this Agreement or any other agreement contemplated hereby and thereby to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each HTI Company and this Agreement constitutes, and the other agreements contemplated hereby to which such HTI Company is a party constitutes party, upon execution and delivery by such HTI Company in accordance with the terms hereof will each constitute, a valid and binding obligation of the Company such HTI Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the each HTI Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it such HTI Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the such HTI Company does not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the giving of notice, the passage of time or both), (ciii) result in the creation of any Lien upon the stock or assets of the Company pursuant toPurchased Assets, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, of or (fvi) require any permit, authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles certificate of Incorporation incorporation or bylaws of the any HTI Company, or any Lawlaw, statute, rule or regulation to which the such HTI Company is subject, or any material agreementinstrument, instrumentcontract, lease, license, order, judgment judgment, decree or decree other agreement to which the such HTI Company is subject.

Authorization; No Breach. The Company has Issuer Parties and their Subsidiaries have duly authorized the execution, delivery delivery, and performance of each of the Investment Documents and all other agreements and instruments contemplated by this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby Investment Documents to which it is a party. This AgreementEach of the Investment Documents, the Noteseach of Issuer Parties’ and its Subsidiaries’ Governing Documents, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each all other agreement agreements and instruments contemplated hereby and thereby by this Agreement to which the Company it is a party constitutes a valid and binding obligation of the Company it, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and other similar Laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity. Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and delivery by each Issuer Party and its Subsidiaries of the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Investment Documents and all other agreements and instruments contemplated hereby by this Agreement and thereby to which it is a party, the offering, sale sale, and issuance of the NotesSecurities under this Agreement, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Issuer Parties and their Subsidiaries, does not and will not shall not: (a) conflict with or result in a breach of the terms, conditions or provisions of, ; (b) constitute a default under, ; (c) result in the creation of any Lien upon the stock any Issuer Party’s or its Subsidiaries’ Equity Interests or assets of the Company pursuant to, ; (d) give any third party the right to modify, terminate or accelerate any obligation under, ; (e) result in a violation of, ; or (f) require any authorization, consent, approval, exemption exemption, or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles Governing Documents of Incorporation any Issuer Party or bylaws Subsidiary of the Companyany Issuer Party, or any Law, statute, rule or regulation Law to which Issuer Parties are subject (including any usury laws applicable to the Company is subjectNotes), or any material agreement, instrument, order, judgment or decree to which the Company any Issuer Party or Subsidiary of any Issuer Party is subject. Except as set forth on the Restrictions Schedule, no Issuer Party or Subsidiary of any Issuer Party is subject to any restrictions upon creating Indebtedness or paying Distributions to, transferring property to, or repaying any Indebtedness owed to Purchaser.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the NotesRegistration Agreement, the WarrantsSecurityholders Agreement, the Share Purchase Option Executive Securities Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Performance Vesting Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it the Company is a party, and the amendment and restatement of the LLC Agreement, have been duly authorized by the Company. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except , except as set forth enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the attached RESTRICTIONS SCHEDULE, the availability of equitable remedies. The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Securityholders Agreement, the Xxxxxxxx Side LetterExecutive Securities Agreements, the Stockholders Performance Vesting Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it the Company is a partyparty and the consummation of the transactions contemplated hereby and thereby, the offering, sale and issuance of the NotesPreferred Units hereunder and the Common Units under the Executive Securities Agreements, Warrants and Series A Preferred hereunderthe issuance of the Company's equity securities under the Permitted Securities Plan (as defined below), the issuance of the Common Stock Units upon exercise conversion of the Warrants Preferred Units, the amendment and restatement of the LLC Agreement, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the stock Company's or any Subsidiary's equity securities or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency, pursuant to, the Articles of Incorporation or bylaws LLC Agreement of the Company, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and each all other agreement agreements contemplated hereby to which the Company is a party, and thereby the amendment and restatement of the LLC Agreement, have been duly authorized by the Company. This Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except , except as set forth enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the attached RESTRICTIONS SCHEDULE, the availability of equitable remedies. The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Securityholders Agreement, the Xxxxxxxx Side LetterExecutive Securities Agreements, the Stockholders Performance Vesting Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it the Company is a partyparty and the consummation of the transactions contemplated hereby and thereby, the offering, sale and issuance of the NotesPreferred Units hereunder (including under all predecessor agreements hereto) and the Common Units under the Executive Securities Agreements, Warrants and Series A Preferred hereunderthe issuance of the Company's equity securities under the Permitted Securities Plan (as defined below), the issuance of the Common Stock Units upon exercise conversion of the Warrants Preferred Units, the amendment and restatement of the LLC Agreement, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the stock Company's or any Subsidiary's equity securities or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency, pursuant to, the Articles of Incorporation or bylaws LLC Agreement of the Company, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. (a) The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it MCK is a party, and the amendment of the Articles of Incorporation have been duly authorized by MCK. This Agreement, the NotesArticles of Incorporation, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Agreement and each all other agreement agreements contemplated hereby and thereby to which the Company MCK is a party each constitutes a valid and binding obligation of the Company MCK, enforceable against it MCK in accordance with its terms, subject to the rules and principles of equity and the rules and principles applicable to bankruptcy and insolvency and except to the extent that the enforceability of Section 6 of the Amended and Restated Registration Rights Agreement may be limited by public policy. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company MCK of this Agreement, the Notes, the Warrants, Share Option Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it MCK is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Purchased Stock hereunder, the issuance amendment of the Common Stock upon exercise Articles of the Warrants Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does MCK, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the MCK's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, of or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyMCK or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company MCK or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company MCK or any Subsidiary is subject. 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, MCK or another Subsidiary.

Authorization; No Breach. The Company has execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of such Seller, and no other corporate proceedings on the part of each Seller are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller constitute valid and binding obligations of such Seller, enforceable in accordance with their respective terms. Except as set forth on Schedule 4.2, the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, be executed and delivered by each Seller and the Notes, consummation of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not and will shall not (ai) conflict with or result in a any breach of any of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in a violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, (v) result in the creation of any Lien or encumbrance of any kind upon the stock or assets any of the Company pursuant to, (d) give any third party Contributed Assets or the right to modify, terminate or accelerate any obligation under, (e) result in a violation ofPurchased Real Property, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or filing with any Government Entity pursuant tocourt or other governmental or regulatory body or authority, under the Articles provisions of Incorporation each Seller’s certificate of incorporation or bylaws of bylaws, as the Companycase may be, or any Lawindenture, mortgage, loan agreements to which each Seller is bound or affected, any Contributed Contract, any license, permit, certificate, accreditation or other authorization of each Seller, or any law, statute, rule or regulation to which the Company each Seller is subject. Without limiting the generality of the foregoing, except for Buyer pursuant hereto, there are no agreements, options, commitments or rights with, of or to any Person to purchase or otherwise acquire any of the Contributed Assets, the Purchased Real Property or any material agreementinterests therein, instrument, order, judgment or decree to which except those entered into in the Company is subjectOrdinary Course of Business for the sale of Inventory.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Registration Agreement, the Xxxxxxxx Side LetterSecurityholders Agreement, the Stockholders Agreement and the Registration AgreementExecutive Purchase Agreements, and each all other agreement, agreements contemplated hereby or thereby to which it the Company is a party, the filing of the Company's amended and restated Certificate of Incorporation referred to in paragraph 2B above, and the adoption of the Company's Bylaws referred to in paragraph 2C above have been duly authorized by the Company. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles Securityholders Agreement, the Executive Purchase Agreements, the Certificate of Incorporation Incorporation, and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Securityholders Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Executive Purchase Agreements and all other agreements contemplated hereby and thereby to which it the Company is a partyparty and the consummation of the transactions contemplated hereby and thereby, the offering, sale and issuance of the NotesPreferred Stock hereunder, Warrants and Series A Preferred hereunderthe issuance of the options under the Permitted Stock Option Plan, the issuance of the Common Stock upon conversion of the Preferred Stock and upon exercise of the Warrants options issued pursuant to the Permitted Stock Option Plan, the filing of the amended and restated Certificate of Incorporation and the adoption of the Bylaws referred to above and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Articles of Incorporation charter or bylaws Bylaws of the Company, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and all of the Registration Agreement, other agreements and each other agreement, instruments contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes party, the offering, sale and issuance of the Preferred Stock hereunder, the repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the Stock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of Common Stock upon the conversion of the Convertible Preferred Stock, the amendment and restatement of the Articles of Incorporation and the amendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement and the Stock Purchase Agreement each constitute a valid and binding obligation of the Company Company, enforceable against it in accordance with its their respective terms, and the Articles of Incorporation, when filed under the laws of the State of California in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements and instruments contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the NotesPreferred Stock hereunder, Warrants and Series A Preferred hereunderthe repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the Stock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of the Common Stock upon exercise the conversion of the Warrants Convertible Preferred Stock, the amendment and restatement of the Articles of Incorporation, the amendment and restatement of the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's capital stock or material assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity third party or any court or administrative or governmental body or agency pursuant to, the Articles Company's articles of Incorporation incorporation or bylaws of the Companybylaws, or any Lawmaterial law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subject. Neither the Company nor any of the Sellers is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions (other than any unsolicited communications from third parties as to which the Company and the Sellers have responded that they are unable to discuss a Company Transaction).

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Warrant Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Preferred Stock Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the Certificates of Designation, the amendment of the Company's Articles Certificate of Incorporation by the Certificate Amendment and each the amendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the Warrants, the Warrant Agreement, the Preferred Stock Purchase Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement, the Certificates of Designation, the Company's Certificate of Incorporation (as amended by the Certificate Amendment) and all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its termsterms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Intercreditor Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Acquisition Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunderPurchased Preferred, the issuance of the Common Stock upon conversion of the Convertible Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the Warrants filing of the Certificates of Designation, the filing of the Certificate Amendment and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles Certificates of Incorporation Designation or the charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the NotesWarrant, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders AgreementNote, the Registration Agreement, the Shareholders Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the Restated Articles and the amendment of the Company's Articles of Incorporation bylaws have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Registration Agreement, the Shareholders Agreement and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement or creditors' rights generally, and by general equitable principles. Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Shareholders Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the NotesSeries B Preferred, Warrants the Warrant and Series A Preferred the Note hereunder, the issuance of the Common Stock upon conversion of the Series B Preferred, the issuance of Common Stock upon exercise of the Warrants Warrant, the filing of the Restated Articles and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyCompany or any Subsidiary as in effect on the date hereof, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 Indebted ness owed to, the Company or another Subsidiary.

Authorization; No Breach. (a) The Company has duly authorized the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Ancillary Documents to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and such Ancillary Documents by the Company, and the consummation of the transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all requisite corporate action of the Company, and no other corporate proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement and such Ancillary Documents (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders (i) of a majority of the then outstanding shares of Common Stock, Special Voting Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class, and (ii) sixty percent (60%) of the then outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting separately as a class, which will be satisfied by execution and delivery of the Stockholder Written Consent by the Sellers immediately after the execution of this Agreement, the Notesat which point no further corporate authorization will be required with respect thereto, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, filing and each other agreement, contemplated hereby or thereby to which it is a partyrecordation of appropriate merger documents as required by the DGCL). This Agreement, and the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby Ancillary Documents to which the Company is or will be a party constitutes shall be duly executed and delivered by the Company, and assuming that this Agreement is, and each of the Ancillary Documents shall be, a valid and binding obligation of Buyer, Merger Sub, the Escrow Agent and the other parties thereto, as applicable, this Agreement constitutes, and each of such Ancillary Documents shall constitute, a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms. Except as set forth on terms (subject to the attached RESTRICTIONS SCHEDULEeffects of bankruptcy, the execution and delivery by the Company of this Agreementinsolvency, the Notesreorganization, the Warrantsmoratorium, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien upon the stock or assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption fraudulent conveyance or other action by similar Laws now or notice hereafter in effect relating to any Government Entity pursuant to, the Articles creditors’ rights generally and general principles of Incorporation or bylaws of the Company, or any Law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subjectequity).

Authorization; No Breach. (i) The Company has full corporate or other applicable power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and, subject to the Necessary Stockholder Approval (defined below), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each of the Ancillary Agreements to which it is a party and, subject to the Necessary Stockholder Approval, the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other applicable action. The board of directors of the Company, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the board of directors, has (a) approved and authorized the execution and delivery of this Agreement and each of the Ancillary Agreements to which it is a party, (b) approved the performance of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (c) determined that the execution, delivery and performance by the Company of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and each of the Registration Agreement, and each other agreement, contemplated hereby or thereby Ancillary Agreements to which it is a party. This Agreement, party and the Notes, consummation by it of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby is advisable, (d) recommended that the stockholders of the Company approve this Agreement and the Merger and (e) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their approval. This Agreement and each Ancillary Agreement to which the Company is a party constitutes has been duly executed and delivered by it and, when the Necessary Stockholder Approval (defined below) is obtained and assuming due execution by and binding effect on the other parties hereto, shall constitute a legal, valid and binding obligation of the Company Company, enforceable against it in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien upon the stock or assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant to, the Articles of Incorporation or bylaws of the Company, or any Law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Convertible Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement Ancillary Agreements and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party have been duly authorized by the Company. This Agreement, the Convertible Notes, the Ancillary Agreements, the Articles of Incorporation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Convertible Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Ancillary Agreements and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Convertible Notes hereunder, the issuance of the Common Stock upon exercise conversion of the Warrants Convertible Notes and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, assuming receipt of all consents listed on the "Consents Schedule," do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. 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 Company has duly authorized Each of the Seller’s and each Seller Sub’s execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby Ancillary Agreement to which it is a party. This party has been duly authorized by such Person and no other corporate proceeding on the part of Holdings, Seller or any of its Subsidiaries is necessary to authorize this Agreement, any of the Notes, Ancillary Agreements or any of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby to which thereby. This Agreement has been duly executed and delivered by Seller and each of the Company is a party Seller Subs, and constitutes a valid and binding obligation of the Company each of Seller and each Seller Sub, enforceable against it in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Except Each Ancillary Agreement to which Seller and/or any Seller Sub is a party, when executed and delivered by Seller and/or any of the Seller Subs, shall have been duly executed and delivered by Seller and/or any such Seller Sub, and shall constitute a valid and binding obligation of Seller and/or any such Seller Sub, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Other than the HSR Approval, if required, and the consents set forth on Section 4C of the attached RESTRICTIONS SCHEDULESeller Disclosure Letter, the execution each of Seller’s and each Seller Sub’s execution, delivery by the Company and performance of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements the Ancillary Agreements to which Seller is a party and the consummation of the transactions contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will not (a) conflict with or without the giving of notice, the lapse of time or both) (i) result in a any material breach of any of the terms, conditions or provisions of, (bii) constitute a material default under or give rights of acceleration under, (ciii) give any third party the right to terminate, (iv) result in the creation of any Lien upon any of the shares of capital stock or any assets of Seller or any Seller Sub pursuant to the Company pursuant toterms of, (dv) give any third party result in the right to modify, terminate redeem any shares of preferred stock or accelerate redeem or repurchase any obligation under, (e) result in a violation of, indebtedness or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant to, Person under (a) the Articles provisions of Incorporation the certificate of incorporation or bylaws of Holdings, Seller or any Seller Sub, (b) any material contract to which Holdings, Seller or any Seller Sub is party (including the CompanyIndentures, the Security Documents and all related agreements (including any guarantees)), (c) any judgment, order or decree to which Holdings, Seller or any Seller Sub is subject, or (d) any Lawlaw, statute, rule or regulation regulation, to which the Company Holdings, Seller or any Seller is subject, except as has been obtained or as contemplated in this Agreement. Seller and Seller Subs are jointly and severally liable for obligations under the Indentures and no Seller Sub has any material agreement, instrument, order, judgment or decree liability to which the Company any trade creditor that is subjectnot also a liability of Seller.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance ------------------------ of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Notes, the Pledge Agreement and each all other agreement agreements contemplated hereby and thereby by this Agreement to which the Company is a party and the filing of the amendment of the Certificate of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Pledge Agreement, the Notes, the Certificate of Incorporation and all other agreements contemplated by this Agreement each constitutes a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms. The Pledge Agreement will create a valid and perfected first priority security interest in the Pledged Collateral (as defined therein). Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restriction Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Pledge Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby by this Agreement to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Notes hereunder, the issuance of the Common Stock upon exercise conversion of the Warrants Notes, 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 does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation obligations under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, the Articles Certificate of Incorporation or the 19 bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 is 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 Company 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 CRG's Board of Directors, subject to the approval of the holders of a majority of the CRG Shares. The approval by the holders of a majority of the CRG Shares at a special shareholders' meeting to be held to consider and vote upon the Merger (or by written consent for such purpose) will be sufficient to approve the Merger in accordance with the requirements of California law and CRG's articles of incorporation and by-laws. No other corporate act or proceeding on the part of CRG, its Board of Directors, its Shareholders, the Subsidiaries or their respective Boards of Directors or Shareholders, is necessary to authorize the execution, delivery or performance of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly authorized executed and delivered by CRG and MacDonald and this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by CRG and MacDonald shall each constitute, a valid and binding obligation of CRG and MacDonald enforceable in accordance with their respective terms. Except as set forth on Schedule 2.3, the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, by CRG and MacDonald and the Notes, consummation of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will shall not (ai) conflict with or result in a any breach of any of the terms, conditions or provisions of, (bii) constitute a default under, result in a violation of, or cause the acceleration of any obligation under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the stock or assets any of the Company pursuant toCRG Common Stock or the assets or properties of CRG or any Subsidiary, including without limitation the Subsidiary Common Stock and any "key man" life insurance policies (dcollectively, the "CRG Assets") give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (fiv) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity pursuant tocourt or other governmental body or any third party under, the Articles of Incorporation or bylaws provisions of the Companyarticles of incorporation, or any Law, statute, rule by-laws of CRG or regulation to which the Company is subjectSubsidiaries, or any material agreementindenture, instrumentmortgage, orderlease, judgment loan agreement or decree other agreement or instrument by which CRG or any Subsidiary is bound or affected. Without limiting the generality of any of the foregoing, CRG will timely comply with the requirements of the CGCL, which must be complied with prior to which the Company is subjectEffective Time, with respect to any dissenting shares including, without limitation, the notice requirements of Section 603(b)(1), if applicable.

Authorization; No Breach. The Company has duly authorized the execution, delivery delivery, and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Registration Agreement, the Xxxxxxxx Side Letter, the Stockholders Stockholders' Agreement and all other agreements contemplated hereby in connection with the Registration AgreementInitial Closing to which the Company will enter into on the Initial Closing Date and the filing of the Certificate of Designation have been duly authorized by the Company. The execution, delivery, and each other agreement, performance of all of the agreements contemplated hereby or thereby in connection with the Second Closing to which it is a partythe Company will enter into on the Second Closing Date will have been duly authorized by the Company as of the Second Closing Date. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Each of this Agreement, the Registration Agreement, the Company's Articles Stockholders' Agreement, the Certificate of Incorporation Designation, and each other agreement contemplated hereby and thereby to which the Company is a party will enter into in connection with the Initial Closing constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on All other agreements contemplated hereby to which the attached RESTRICTIONS SCHEDULECompany will enter into in connection with the Second Closing will each constitute a valid and binding obligation of the Company, the enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Stockholders' Agreement and all other agreements contemplated hereby and thereby to in connection with the Initial Closing which it is a partythe Company will enter into on the Initial Closing Date, the offering, sale sale, and issuance of the Notes, Warrants and Series A Purchaser Preferred hereunder, the issuance filing of the Common Stock upon exercise Certificate of the Warrants Designation contemplated herein and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will not not: (ai) conflict with or result in a breach of the terms, terms and conditions or provisions of, ; (bii) constitute a material default under, ; (ciii) result in the creation of any Lien Lien, security interest, charge, or encumbrance upon the Company's capital stock or assets of the Company pursuant to, ; (div) give any third party the right to modify, terminate terminate, or accelerate any obligation under, ; (ev) result in a material violation of, ; or (fvi) require any authorization, consent, approval, exemption exemption, or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, the Articles Certificate of Incorporation or bylaws Bylaws of the Company, or any Lawlaw, statute, rule rule, or regulation to which the Company is subject, or any material agreement, instrument, order, judgment judgment, or decree to which the Company or any of its Affiliates, or employees is subjecta party or by which it or any of the foregoing Persons is bound. The Company is not in violation or default in any respect of (A) any provision of its Certificate of Incorporation or Bylaws, (B) any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, the violation or default of which has or could have a material adverse effect on the Company, or (C) any provision of any federal or state statute, rule or regulation applicable to the Company, the violation or default of which has or could have a material adverse effect on the Company.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and all of the Registration Agreement, other agreements and each other agreement, instruments contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the NotesPreferred Stock hereunder, Warrants and Series A Preferred hereunderthe repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the Stock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of the Common Stock upon exercise the conversion of the Warrants Convertible Preferred Stock, the amendment and restatement of the Articles of Incorporation and the amendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement and the Stock Purchase Agreement each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms, and the Articles of Incorporation, when filed under the laws of the State of California in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms. Except as set forth on the attached Restrictions Schedule, the execution and delivery by the Company of this Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock hereunder, the repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the Stock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of Common Stock upon the conversion of the Convertible Preferred Stock, the amendment and restatement of the Articles of Incorporation, the amendment and restatement of the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's capital stock or material assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity third party or any court or administrative or governmental body or agency pursuant to, the Articles Company's articles of Incorporation incorporation or bylaws of the Companybylaws, or any Lawmaterial law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company is subject. Neither the Company nor any of the Sellers is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions (other than any unsolicited communications from third parties as to which the Company and the Sellers have responded that they are unable to discuss a Company Transaction).

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Shareholders Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the Certificate and the amendment of the Company's Articles of Incorporation bylaws have been duly authorized by the Company. This Agreement, the Warrants, the Registration Agreement, the Shareholders Agreement and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement or creditors' rights generally, and by general equitable principles. Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Shareholders Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants Series C Preferred and Series A Preferred hereunderthe Warrants, the issuance of the Common Stock upon conversion of the Series C Preferred, the issuance of Common Stock upon exercise of the Warrants Warrants, the filing of the Certificate and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyCompany or any Subsidiary as in effect on the date hereof, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 Indebtedness owed to, the Company or another Subsidiary.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, each of the Notes, the Warrants, the Share Purchase Option Organizational Agreements, the Xxxxxxxx Purchase AgreementMerger Documents, the Xxxxxxxx Side Letter, the Stockholders Agreement Transaction Documents and the Registration Agreement, all other agreements and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement instruments contemplated hereby and thereby to which the Borrower, the Company or any Guarantor is a party have been duly authorized by the Borrower, the Company and such Guarantor, as applicable. Each of the Organizational Agreements, the Merger Documents, the Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which each of the Borrower, the Company or any Guarantor is a party each constitutes a valid and binding obligation of the Borrower, the Company and such Guarantor, as applicable, enforceable against it in accordance with its termsterms except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and except to the extent enforcement thereof may be limited by the application of general principles of equity. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by each of the Borrower, the Company and each Guarantor of: (a) each of this Agreementthe Organizational Agreements, the NotesMerger Documents, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which it the Borrower, the Company or any Guarantor, as applicable, is a party, ; (b) the offering, sale and issuance of the Notes, Warrants and Series A Preferred Note hereunder, the issuance of the Common Stock upon exercise of the Warrants or otherwise in accordance with this Agreement; and (c) the fulfillment of and compliance with the respective terms hereof and thereof by the Borrower, the Company does or each Guarantor, as applicable, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien (other than applicable Permitted Liens) upon the stock Borrower's, the Company's or any of their Subsidiaries' Capital Stock Interests or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with (collectively "Consents and Filings"), any Government Entity third party (including any stockholder of the Borrower or the Company), court or administrative or governmental body or agency pursuant to, the Articles of Incorporation or bylaws Organizational Agreements of the CompanyBorrower, the Company or any of their Subsidiaries, or any Lawlaw, statute, rule or regulation to which the Borrower, the Company or any of their Subsidiaries is subjectsubject (including any usury laws applicable to the Note), or any material agreement, instrument, order, judgment or decree to which the Borrower, the Company or any of their Subsidiaries is subject, except for Consents and Filings which have been obtained or made. Except as set forth on the RESTRICTIONS SCHEDULE attached hereto, none of the Subsidiaries is subject to any restrictions upon making loans or advances or paying Distributions to, transferring property to, or repaying any Indebtedness owed to, the Borrower, the Company or another Subsidiary of the Company.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it a Purchaser is a partyparty have been duly authorized by each Purchaser. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each all other agreement agreements contemplated hereby and thereby to which the Company a Purchaser is a party each constitutes a valid and binding obligation of the Company that Purchaser, enforceable against it such Purchaser in accordance with its terms, subject to the rules and principles of equity and the rules and principles applicable to bankruptcy and insolvency and except to the extent that the enforceability of Section 6 of the Amended and Restated Registration Rights Agreement may be limited by public policy. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company each Purchaser of this Agreement, the Notes, the Warrants, Share Option Purchase Amended and Restated Registration Rights Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it that Purchaser is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does each Purchaser do not and will shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Lien lien, security interest, charge or encumbrance upon the a Purchaser's capital stock or assets of the Company pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, of or (f) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles charter, bylaws, agreement of Incorporation limited partnership, limited liability company agreement or bylaws other organizational documents of the Companya Purchaser (as appropriate), or any Lawlaw, statute, rule or regulation to which the Company a Purchaser is subject, or any material agreement, instrument, order, judgment or decree to which the Company a Purchaser is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase First Amendment to Amended and Restated Registration Rights Agreement, the Xxxxxxxx Side LetterAmended and Restated Stockholders Agreement, the Stockholders Second Amendment to Purchase Agreement and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it the Company is a party, the filing of the restatement of the Articles of Organization have been duly authorized by the Company. This Agreement, the NotesFirst Amendment to Amended and Restated Registration Rights Agreement, the WarrantsAmended and Restated Stockholders Agreement, the Share Purchase Option Agreements, the Xxxxxxxx Second Amendment to Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Organization and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and --------------------- delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase First Amendment to Amended and Restated Registration Rights Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Amended and Restated Stockholders Agreement, the Registration Second Amendment to Purchase Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Stock hereunder, the issuance of the Common Stock upon exercise conversion of the Warrants Preferred Stock, the issuance of Class C Preferred upon the conversion of Class D Preferred, the filing of the Articles of Organization and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. 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 Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Note, the Amended Registration Agreement, the Warrant, the Security Agreement and all other agreements and instruments contemplated hereby to which ATS and/or STS is a party have been duly authorized by ATS and STS (as the case may be). This Agreement, the Amended Registration Agreement, the Note, the Warrant, the Security Agreement and all other agreements and instruments contemplated hereby to which ATS and/or STS is a party each constitutes a valid and binding obligation of ATS and STS, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principals of equity. Except as set forth on the attached Restrictions Schedule (as the case may be), the execution and delivery by ATS --------------------- and STS of this Agreement, the Notes, the WarrantsAmended Registration Agreement , the Share Purchase Option AgreementsWarrant, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Security Agreement and all other agreements and instruments contemplated hereby and thereby to which it ATS and/or STS is a party, the offering, sale and issuance of the Notes, Warrants Notes and Series A Preferred the Warrant hereunder, the issuance of the STS Common Stock upon conversion of the Notes, the issuance of ATS Common Stock upon exercise of Warrant, the Warrants issuance of the Additional Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does ATS and/or STS, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the ATS and/or STS or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the CompanyATS, STS or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company ATS, STS or any Subsidiary is subjectsubject (including, without limitation, any usury laws applicable to the Note), or any material agreement, instrument, order, judgment or decree to which the Company ATS, STS 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 Indebtedness owed to, ATS, STS or another Subsidiary.

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the NotesWarrants, the Registration Agreement, the Stockholders Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the Certificate of Designation and the amendment and restatement of the Articles of Organization and the amendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration AgreementArticles of Organization, the Company's Articles Certificate of Incorporation Designation and each all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and delivery by the Company of --------------------- this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Preferred Stock and the Warrants and Series A Preferred hereunder, the issuance of Common Stock upon conversion of the Preferred Stock, the issuance of Class A Preferred upon the conversion of Class B Preferred, the issuance of Warrants hereunder, the issuance of Common Stock upon exercise of Warrants, the Warrants filing of the Certificate of Designation, the amendment and restatement of the Articles of Organization and the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles Certificate of Incorporation Designation or the charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. 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 Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement Transaction Agreements and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it the Issuer or any of its Subsidiaries is a party. This Agreement, the Notes, filing of the Warrants, Certificate of Designation have been duly and validly authorized by the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation Issuer. The Transaction Agreements and each all other agreement agreements contemplated hereby and thereby to which the Company Issuer or any of its Subsidiaries is a party each constitutes a valid and binding obligation of the Company Issuer or such Subsidiary, as applicable, enforceable against it in accordance with its terms. Except The issuance of the Common Stock upon conversion of the Series B Shares and the issuance of Common Stock and Series B Shares upon exercise of the Warrants will not require any further corporate action (except for action related to any anti-dilution adjustments) on the part of the Issuer except as required pursuant to Section 5.07 and, except as set forth on the attached RESTRICTIONS SCHEDULEin Capitalization Schedule (b), the will not be subject to any preemptive right, right of first refusal or other similar right. The execution and delivery by the Company Issuer of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements contemplated hereby and thereby to which it the Issuer is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Securities hereunder, the issuance of the Common Stock upon conversion of the Series B Shares, the exercise of the Warrants Warrants, the filing of the Certificate of Designation, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Issuer, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien upon the Issuer's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles articles of Incorporation incorporation or bylaws of the CompanyIssuer or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company is subject, or any material agreement, instrumentregulation, order, judgment or decree to which the Company Issuer or any Subsidiary is subject, or any material agreement or instrument to which the Issuer or any Subsidiary is subject, except for such matters that would not have a Material Adverse Effect.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Management Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements the Registration Agreement, the Company's Articles of Incorporation Common Stock Repurchase Agreement and each all other agreement agreements contemplated hereby and thereby to which the Company is a party and the filing of the Second Restated Certificate of Incorporation have been duly authorized by the Company and no other corporate act or proceeding on the part of the Company, its board of directors or its stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement or any other agreement contemplated hereby to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, the Management Agreements, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements, the Registration Agreement, the Common Stock Repurchase Agreement, the Second Restated Certificate of Incorporation and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side LetterManagement Agreements, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements, the Registration Agreement, the Common Stock Repurchase Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants Stock hereunder and Series A Preferred hereunderpursuant to Section 1B, the issuance amendment and restatement of the Common Stock upon exercise Company's certificate of the Warrants incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the capital stock or assets of the Company or any of its Subsidiaries pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, the Articles Company's certificate of Incorporation incorporation or bylaws of the CompanyCompany or any of its Subsidiaries, or any Lawlaw, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries is subjecta party or by which it is bound (except for the SVB Consent, which will be delivered at Closing).

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, all other agreements and each other agreement, instruments contemplated hereby or thereby to which it the Company or any Subsidiary of the Company is a party. This Agreement, the NotesInvestment Transaction, the WarrantsSubordinated Note Offering, the Share Purchase Option AgreementsRedemption Transaction, the Xxxxxxxx Purchase AgreementExchange Transaction, the Xxxxxxxx Side Letter, amendment and restatement of the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby the amendment and thereby to which restatement of the Bylaws have been duly authorized by the Company is a party and such Subsidiaries of the Company, as applicable. This Agreement constitutes a valid and binding obligation of the Company Company, enforceable against it 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), and all other agreements and instruments contemplated hereby to which the Company or any Subsidiary of the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company or such Subsidiary, 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). Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and --------------------- delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements and instruments contemplated hereby and thereby to which it the Company or any Subsidiary of the Company is a party, the offeringInvestment Transaction, sale the Subordinated Note Offering, the Redemption Transaction, the Exchange Transaction, the amendment and issuance restatement of the Notes, Warrants and Series A Preferred hereunderArticles of Incorporation, the issuance amendment and restatement of the Common Stock upon exercise of the Warrants Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does or such Subsidiary do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any third party or any Government Entity pursuant to, the Articles of Incorporation or bylaws of the CompanyBylaws, or any Law, statute, rule or regulation Law to which the Company or any Subsidiary of the Company is subject, or any material agreement, instrument, order, judgment or decree or any material agreement or instrument to which the Company is subject. None of the Company, any Subsidiary of the Company or either of the Shareholders is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchaser) regarding Company Transactions.

Authorization; No Breach. (a) The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby Ancillary Agreement to which it such Seller is a party. This Agreement, party and the Notes, consummation of the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement transactions contemplated hereby and thereby have been duly authorized by such Seller. This Agreement and each Ancillary Agreement to which the Company such Seller is a party has been duly executed and delivered by such Seller. This Agreement constitutes a valid and binding obligation of the Company such Seller enforceable against it in accordance with its terms, and each Ancillary Agreement to which such Seller is a party, when executed and delivered by such Seller, shall constitute a valid and binding obligation of such Seller enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Except (b) The execution, delivery and performance of this Agreement and each Ancillary Agreement to which such Seller is a party, as set forth on the attached RESTRICTIONS SCHEDULEapplicable, the execution and delivery by consummation of the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and all other agreements transactions contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon exercise of the Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does such Seller do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions violation of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon upon, or the stock grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of the Acquired Companies or any of the assets of the Company Acquired Companies or of the Purchased Assets pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation underaccelerate, (e) or cause or result in a violation any modification, termination or acceleration of, any obligation, or cause or result in any disclosure, license or making available of any Trade Secrets of the CD Group Companies under, or (fv) require create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, the Organizational Documents of the CD Group Companies, any Law to which the CD Group Companies or such Seller is subject, or any material contract, agreement or instrument to which such Seller is a party or bound. (c) Except for such filings as may be required under the HSR Act, no authorization, consent, approval, exemption or other action by or by, notice to or filing with any Government Governmental Entity pursuant toor any other Person is required in connection with the execution, delivery and performance by such Seller of this Agreement and each other Ancillary Agreement to which such Seller is a party, the Articles of Incorporation or bylaws consummation of the Company, or any Law, statute, rule or regulation to which transactions contemplated hereby and thereby and the Company is subject, or any material agreement, instrument, order, judgment or decree to which fulfillment of and compliance with the Company is subjectrespective terms hereof and thereof.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders ------------------------ Agreement, the Registration Agreement, the Company's Articles Stockholders Agreement, the Notes, the Deed of Incorporation Charge and each all other agreement agreements contemplated hereby and thereby by this Agreement to which the Company is a party and the filing of the amendment and restatement of the Certificate of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Stockholders Agreement, the Deed of Charge, the Notes, the Certificate of Incorporation and all other agreements contemplated by this Agreement each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restriction Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Deed of Charge, and all other agreements contemplated hereby and thereby by this Agreement to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred Notes hereunder, the issuance of the Series C Preferred or the Common Stock upon exercise conversion of the Warrants Notes or the Series C Preferred, as the case may be, the filing of the amendment and restatement of the Certificate of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation obligations under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, the Articles Certificate of Incorporation or the bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 is 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 Company has duly authorized the execution, delivery and performance ------------------------ of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, all other agreements and each other agreement, instruments contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party party, the offering, sale and issuance of the Preferred Stock hereunder, the offering, sale and issuance of the Executive Stock, the repurchase of the Repurchased Shares pursuant hereto, the issuance of Common Stock upon the conversion of the Preferred Stock, the amendment and restatement of the Articles of Incorporation and the amendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and the Articles of Incorporation, when filed under the laws of the State of California in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration --------------------- Agreement and all other agreements and instruments contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the NotesPreferred Stock hereunder, Warrants the offering, sale and Series A Preferred hereunderissuance of the Executive Stock, the repurchase of the Repurchased Shares pursuant hereto, the issuance of the Common Stock upon exercise the conversion of the Warrants Preferred Stock, the amendment and restatement of the Articles of Incorporation, the amendment and restatement of the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity third party or any court or administrative or governmental body or agency pursuant to, the Articles Company's articles of Incorporation incorporation or bylaws bylaws, any of the Companyits Subsidiaries' charter or bylaws, or any Lawlaw, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Neither the Company, any of its Subsidiaries nor any of the Shareholders is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions.

Authorization; No Breach. The Company has duly authorized the execution, delivery and ------------------------ performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles Acquisition Agreement, the Borrowing Agreement and all other agreements contemplated hereby to which the Company is a party, the amendment of the Certificate of Incorporation and each the amendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the Registration Agreement, the Acquisition Agreement, the Borrowing Agreement, the preferred stock provisions of the Certificate of Incorporation and all other agreement agreements contemplated hereby and thereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the The execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Registration Agreement, the Xxxxxxxx Purchase Acquisition Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Borrowing Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Investor Stock hereunder and the Warrants and Series A Preferred hereunderunder the Borrowing Agreement, the issuance of the Class A Common Stock upon exercise conversion of the Warrants 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 does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation charter or bylaws of the Company, Company or any Lawlaw, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement and the Registration Agreement, and each other agreement, contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Related Agreements and all other agreements contemplated hereby and thereby to which it either the Company or Parent is a party, the Restated Charter and the Company's bylaws have been duly authorized by the Company and the Parent, as applicable. This Agreement, the Related Agreements, the Restated Charter and all other agreements contemplated hereby and thereby each constitutes a valid and binding obligation of the Company and the Parent, as applicable, enforceable in accordance with their respective terms, except (i) as limited by bankruptcy, insolvency, fraudulent conveyance or other laws affecting the enforcement of creditors rights generally, (ii) that the availability of equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) to the extent any indemnification provisions herein or in the Related Agreements may be limited by applicable law or public policy (the "STANDARD EXCEPTIONS"). The execution and delivery by the Company and the Parent of this Agreement and the Related Agreements, as applicable, and all other agreements contemplated hereby and thereby to which the Company or the Parent is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunderCommon Stock, the issuance amendment of the Common Stock upon exercise Certificate of the Warrants Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not and will the Parent, as applicable, do not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's, the Parent's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to any Government Entity court or administrative or governmental body pursuant to, to the Articles of Incorporation charter or bylaws of the Company, the Parent or any LawSubsidiary, or any law, statute, rule or regulation to which the Company Company, the Parent or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company Company, the Parent or any Subsidiary is subject.

Authorization; No Breach. The Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement Documents and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party and the filing of the Certificate of Designation have been duly authorized by the Company. The Documents and the Certificate of Designation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its termsterms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). Except as set forth on the attached RESTRICTIONS SCHEDULE, "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement Documents and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Warrants and Series A Preferred hereunderPurchased Preferred, the issuance of the Common Stock upon conversion of the 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 Warrants filing of the Certificate of Designation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles Certificates of Incorporation Designation or the charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material 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 Company has duly authorized the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Investor's Rights Agreement and the Registration Agreement, and each all other agreement, agreements contemplated hereby or thereby to which it is a party. This Agreement, the Notes, the Warrants, the Share Purchase Option Agreements, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation and each other agreement contemplated hereby and thereby to which the Company is a party and the filing of the Articles of Amendment have been duly authorized by the Board of Directors of the Company. This Agreement, the Warrants, the Investor's Rights Agreement, the Restated Articles of Incorporation as amended by the Articles of Amendment and each other agreement contemplated hereby to which the Company is a party each, subject to shareholder approval, constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its termsterms except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. Except as set forth disclosed on the attached RESTRICTIONS SCHEDULECapitalization Schedule and the Contracts Schedule, and except for the HSR Filing, the execution and delivery by the Company of this Agreement, the Notes, the Warrants, Share Option Purchase Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Investor's Rights Agreement and all other agreements contemplated hereby and thereby to which it the Company is a party, the offering, sale and issuance of the Notes, Preferred Stock and the Warrants and Series A Preferred hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the issuance of Warrants hereunder, the issuance of Common Stock upon exercise of Warrants, the Warrants and filing of the Articles of Amendment and, subject to approval of the Company's shareholders that may be required by the Nasdaq Stock Market, the fulfillment of and compliance with the respective terms hereof and thereof by the Company does Company, do not and will shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any Lien lien, security interest, charge or encumbrance upon the Company's or any Subsidiary's capital stock or assets of the Company pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation under, (ev) result in a violation of, or (fvi) require any authorization, consent, approval, exemption or other action by or notice to or declaration to, or filing with, any Government Entity court or administrative or governmental body or agency pursuant to, the Articles of Incorporation Amendment or the charter or bylaws of the CompanyCompany or any Subsidiary, or any Lawlaw, statute, rule or regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.