Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance Board of this Agreement and the consummation of Directors has approved the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredthis Agreement. This Agreement has been duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company Investor, is the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor Company with any of the provisions hereof, will will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect have, individually or in the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aggregate, a timely basisMaterial Adverse Effect.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholdersstockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which it is a party and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which the Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been, and subject to receipt of the Requisite Governmental Consents, the other Transaction Documents to which the Investor is a party will have been at the Closing duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is and the other parties thereto, are, or in the case of documents executed after the date hereof, will be, upon execution, the valid and binding obligation obligations of the Investor enforceable against the Investor in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by the Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) subject to receipt of the Requisite Governmental Consents, violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The With regard to each Investor that is not an individual, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing memberspartners, managers, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners partners, members or other equity owners, as the case may be, is required. With regard to each Investor that is an individual, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents documents, if applicable, or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Purchaser has the all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunderconsummate the Transactions. The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby Transactions have been duly authorized by its board all necessary corporate action on behalf of directorsthe Purchaser. No other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, general partner or managing members, investment committee, investment adviser or other authorized person, as delivery and performance by the case may be, Purchaser of this Agreement and no further approval or authorization by any consummation of its shareholders, partners or other equity owners, as the case may be, is requiredTransactions. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company Purchaser. This Agreement is the a valid and binding obligation of the Investor Purchaser, enforceable against the Investor Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating subject to or affecting creditors’ rights or by general equity principles)the Enforceability Exceptions. (ii) Neither the The execution, delivery and performance by the Investor of this Agreement nor and the other Transaction Documents by the Purchaser, the consummation by the Purchaser of the transactions contemplated hereby, nor Transactions and the compliance by the Investor Purchaser with any of the provisions hereof, hereof and thereof will (A) violate, not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, of or accelerate the performance required by, or result in a right of termination or acceleration ofunder, or result in the creation of (A) any Liens upon any provision of the properties or assets of the Investor under any of the termsPurchaser’s organizational documents, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument Contract or obligation to which the Investor Purchaser or any of its Affiliates is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor Purchaser or any of its properties Affiliates or assets except any property or asset of the Purchaser or its Affiliates are bound or (C) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its Affiliates, other than in the case of clauses (A)(2B) and (BC) for such violations, conflicts and breaches as would not reasonably be expected to materially and adversely affect or delay the Investor’s ability to perform its obligations under this Agreement or consummate consummation of the transactions contemplated hereby on a timely basisTransactions.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company Company, is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company), violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Company has the necessary full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Documents and to perform consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its obligations hereunderexecution and delivery on or prior to the Closing Date each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directorsAncillary Documents, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions by the Company contemplated hereby, nor hereby and thereby and the compliance by the Investor Company with any of the provisions hereof, hereof and thereof will (A) violate, not conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, of or accelerate the performance required by, or result in a right of termination or acceleration ofunder, or result in the creation of any Liens Lien upon any of the properties or assets of the Investor under any of Company under, (i) the terms, conditions or provisions of (1) its certificate articles of incorporation or bylawsby-laws of the Company, its certificate (ii) any Contractual Obligation of limited partnership or partnership agreement or its similar governing documents the Company or (2iii) assuming that the filings, consents and approvals specified in Schedule 3.01(c) have been obtained, any note, bond, mortgage, indenture, deed Requirement of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basisCompany.

Authorization; No Conflicts. (i) The Investor has the necessary power execution and authority to execute and deliver delivery by Purchaser of this Agreement and the Ancillary Documents to perform its which it is a party and the consummation of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action on behalf of Purchaser. This Agreement has been, and on or prior to the Closing Date the Ancillary Documents to which it is a party will be, executed and delivered on behalf of Purchaser and this Agreement is, and upon their execution on or prior to the Closing Date the Ancillary Documents to which it is a party will be, valid and binding obligations hereunderof Purchaser, enforceable against it in accordance with their terms. The execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as and thereby and the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor Purchaser with any of the provisions hereof, hereof and thereof will (A) violate, not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event event, which, with notice or lapse of time or both, both would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right (i) any organizational document of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents Purchaser or (2ii) any mortgage, note, bond, mortgage, indenture, deed of trust, license, lease, loan agreement or other agreement or instrument of Purchaser or, assuming that the clearances, filings, consents and approvals referred to in Section 3.02(c) have been obtained or obligation to which the Investor is a party made and any waiting period applicable thereto has expired or by which the Investor may be boundbeen terminated, any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law regulation applicable to the Investor Purchaser or any of its properties other than any such conflict, violation, breach or assets except in the case of clauses default under clause (A)(2ii) which will not materially and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate consummation of the transactions contemplated hereby on a timely basishereby.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement the Transaction Agreements and to perform its obligations hereunderhereunder and thereunder. The executionBoard of Directors has approved the transactions contemplated by the Transaction Agreements, delivery and performance of this Agreement and, except for the Stockholder Approval and the Authorized Shares Increase Approval, no other corporate approvals are necessary in connection with the consummation by the Company of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredthereby. This Agreement has been been, and the Investor’s Rights Letter Agreement will be, when executed and delivered by the Company, duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company is Investor, this Agreement is, and the Investor’s Rights Letter Agreement will be, the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement the Transaction Agreements nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by the Investor Company with any of the provisions hereof, will will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect have, individually or in the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aggregate, a timely basisMaterial Adverse Effect.

Authorization; No Conflicts. (i) The Investor Company has the necessary full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Documents and to perform consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its obligations hereunderexecution and delivery on or prior to the Closing Date each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directorsAncillary Documents, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions by the Company contemplated hereby, nor hereby and thereby and the compliance by the Investor Company with any of the provisions hereof, hereof and thereof will (A) violate, not conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, of or accelerate the performance required by, or result in a right of termination or acceleration ofunder, or result in the creation of any Liens Lien upon any of the properties or assets of the Investor under any Company under, (i) the certificate of designations or by-laws of the termsCompany, conditions or provisions (ii) any Contractual Obligation of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents the Company or (2iii) assuming that the filings, consents and approvals specified in Schedule 3.01(c) have been obtained, any note, bond, mortgage, indenture, deed Requirement of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basisCompany.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement the Transaction Agreements and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance Board of this Agreement and the consummation of Directors has approved the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredTransaction Agreements. This Agreement has been been, and the Investor’s Rights Agreement will be, when executed and delivered by the Company, duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company is Investor, is, and the Investor’s Rights Agreement will be, the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement the Transaction Agreements nor the consummation of the transactions contemplated herebyhereby and thereby, nor compliance by the Investor Company with any of the provisions hereof, will will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect have, individually or in the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aggregate, a timely basisMaterial Adverse Effect.

Authorization; No Conflicts. (i) The Such Investor has the necessary corporate or other power and authority to execute and deliver enter into this Agreement and the Transaction Documents and to perform carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this the Agreement and the Transaction Documents by such Investor and the consummation of the transactions contemplated hereby and thereby have been duly authorized by its such Investor’s board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has and the Transaction Documents to which it is a party have been duly and validly executed and delivered by the such Investor and, assuming due authorization, execution and delivery by the Company Company, this Agreement and the Transaction Documents to which it is the a party are a valid and binding obligation of the such Investor enforceable against the such Investor in accordance with its terms (except as enforcement may be limited by their terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium, fraudulent transfer and moratorium or similar laws of general applicability relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No other corporate proceedings are necessary for the execution and delivery by general equity principles)such Investor of this Agreement or the Transaction Documents to which it is a party, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby. (ii) Neither the execution, delivery and performance by the such Investor of this Agreement or the Transaction Documents to which it is a party, nor the consummation of the transactions contemplated herebyhereby and thereby, nor compliance by the such Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens lien, security interest, charge or encumbrance upon any of the properties or assets of the such Investor under any of the terms, conditions or provisions of (1i) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement, its limited liability company agreement or its similar governing documents or (2ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the such Investor is a party or by which the Investor it may be bound, or to which the such Investor or any of the properties or assets of the such Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law law, statute, ordinance, rule or regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the such Investor or any of its properties or assets except in the case of clauses (A)(2A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (iii) Other than as set forth in Section 2.2(e) of the Disclosure Schedule of the Company, and the securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for the consummation by such Investor of the transactions contemplated by this Agreement.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement the Transaction Agreements and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance Board of this Agreement and the consummation of Directors has approved the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredTransaction Agreements. This Agreement has been been, and the Investor’s Rights Agreement will be, when executed and delivered by the Company, duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company is Investor, is, and the Investor’s Rights Agreement will be, the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement the Transaction Agreements nor the consummation of the transactions contemplated herebyhereby and thereby, nor compliance by the Investor Company with any of the provisions hereofhereof or thereof, will will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect have, individually or in the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aggregate, a timely basisMaterial Adverse Effect.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement the Transaction Agreements and to perform its obligations hereunderhereunder and thereunder. The execution, delivery and performance Board of this Agreement and the consummation of Directors has approved the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredTransaction Agreements. This Agreement has been been, and the Investor’s Rights Agreement will be, when executed and delivered by the Company, duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company is Investor, is, and the Investor’s Rights Agreement will be, the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement the Transaction Agreements nor the consummation of the transactions contemplated herebyhereby and thereby, nor compliance by the Investor Company with any of the provisions hereofhereof or thereof, will will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected material to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate Company and the transactions contemplated hereby on Company Subsidiaries, taken as a timely basiswhole.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and and, except as set forth on Section 2.3(b) of the Investor’s Disclosure Schedule, no further approval or authorization by any of its shareholdersstockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (ia) The Investor Buyer has the necessary power right, power, and authority to execute and deliver enter into this Agreement and the Other Agreements to which it is a party, to consummate the transactions contemplated hereby, and otherwise to comply with and perform its obligations hereunder. under, this Agreement and the Other Agreements. (b) The execution, execution and delivery and performance by Buyer of this Agreement do not, the execution and delivery by Buyer of each Other Agreement to which is, or will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby have been duly authorized to be consummated by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization them by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, and such Other Agreement will (A) violate, not conflict with, or result in a any breach of any provision of, or constitute a default under (or an event whichthat, with notice or lapse of time or both, would constitute become a default) ), require any consent of any Person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or result in penalties, require the termination of, offering or accelerate the performance required by, making of any payment or result in a right of termination or acceleration ofredemption, or result in the creation of any Liens Lien (other than Permitted Encumbrances) upon any of the properties or assets of the Investor under Buyer under, any of the terms, conditions or provisions provision of (1i) its certificate the organizational documents of incorporation or bylawsBuyer, its certificate of limited partnership or partnership agreement or its similar governing documents or (2ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Investor Buyer is a party or by which the Investor may be any of their properties or assets is bound, or to which the Investor (iii) any injunction, judgment, Order or any of the properties decree or assets of the Investor may be subjectstatute, law, ordinance, legally-binding rule, executive order, code or (B) violate any Law regulation applicable to the Investor Buyer or any of its properties or assets except assets, other than, in the case of clauses (A)(2ii) and (Biii) for above, any such violations, conflicts items that have not had and breaches as would not reasonably be expected to materially adversely affect have a material adverse effect on Buyer. No consent, permit, authorization or approval of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer in connection with the Investor’s ability to perform its obligations under execution, delivery and performance of this Agreement or consummate any of the Other Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Other Agreements, other than (A) compliance with and filings under applicable Antitrust Laws, (B) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Other Agreements, and (C) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer. (c) Buyer has duly executed and delivered this Agreement and on or prior to the Closing will have delivered each Other Agreement to which it is, or will be, a timely basisparty, and this Agreement constitutes, and each Other Agreement to which they are, or will be, a party will after the Closing constitute, their legal, valid and binding obligation, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by the Equitable Exceptions.

Authorization; No Conflicts. (ia) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of each of this Agreement, the Registration Rights Agreement and the consummation Warrant, the filing of the transactions contemplated hereby Certificate of Designation with the Secretary of State of the State of Delaware, and the issuance, sale and delivery of the Series A Preferred Shares and the Conversion Common Shares (i) have been duly authorized and approved by its board all requisite action on the part of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, Company and no further the Board of Directors (including for purposes of Section 203 of the Delaware General Corporation Law) and (ii) do not require any approval or authorization by from the Company’s stockholders (whether pursuant to the Certificate of Incorporation, By-laws, any Requirements of its shareholders, partners Law or other equity owners, as the case may be, is requiredotherwise). This Agreement has been duly and validly authorized, executed and delivered by the Investor and, assuming due authorization, execution Company and delivery by the Company is the legal, valid and binding obligation of the Investor Company enforceable against the Investor in accordance with its terms (except as enforcement may terms, and each of the Registration Rights Agreement and the Warrant has been duly authorized by the Company and, upon execution and delivery by the Company, will be limited by applicable a legal, valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by general equity principlesat law). (iib) Neither the execution, execution and delivery and performance by the Investor of this Agreement, the Registration Rights Agreement nor or the Warrant or the consummation of any of the transactions contemplated hereby, hereby or thereby by the Company nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by the Investor with any of the provisions hereof, will Company will: (Ai) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any violation of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company, under (1A) its certificate the Certificate of incorporation Incorporation or bylawsthe By-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2B) any note, bondinstrument, contract, agreement, mortgage, indenture, deed of trustlease, license, leasefranchise, agreement permit or other instrument authorization, right, restriction or obligation to which the Investor Company is a party or any of its assets or properties is subject or by which the Investor may be Company is bound, or (C) any Court Order to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor Company is a party or any of its assets or properties is subject or by which the Company is bound, or (D) any Requirements of Law affecting the Company or its assets except in the case of or properties, other than, with respect to clauses (A)(2B), (C) and (D), any such conflicts, breaches, defaults, rights or Liens that would not, individually or in the aggregate, have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company of any material declaration, filing or registration with, any Person (except for (A) with respect to the Registration Rights Agreement, the registration of the shares covered thereby with the SEC and filings pursuant to state securities laws, (B) for such violationsroutine post-closing notice filings with the SEC and under state corporation and securities laws, conflicts and breaches as would each of which will be filed timely within the applicable period therefor), (C) the filing of a listing of additional shares notification form with NASDAQ listing the Conversion Common Shares on the Nasdaq National Market (provided, that this clause (C) shall not reasonably be expected construed to materially adversely limit or in any way affect the Investor’s ability to perform its obligations under this Agreement or consummate representation of the transactions contemplated hereby Company contained in Section 7.2(a)(ii)) and (D) as disclosed on a timely basisSchedule 3.4 of the Disclosure Schedule).

Authorization; No Conflicts. (ia) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor Company of this Agreement and any Related Agreements to which the Company is a party has been duly and validly authorized by the Company Board and by all other necessary corporate action on the part of the Company. This Agreement and any Related Agreements to which the Company is a party constitute the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by rules of law governing specific performance, injunctive relief or other equitable remedies. (b) Neither the execution and delivery of this Agreement and any Related Agreements to which the Company is a party nor the consummation or performance of any of the transactions contemplated herebyby this Agreement or any Related Agreements to which the Company is a party, nor compliance by or the Investor with any adoption of the provisions hereofRestated Certificate, will will, directly or indirectly (Awith or without notice or lapse of time): (i) violatecontravene, conflict with, with or result in a violation of (A) any provision of the Charter Documents or other organizational documents of the Company or any of its Subsidiaries or (B) any resolution adopted by the Company Board or the Stockholders; (ii) contravene, conflict with or result in a violation of, or give any Governmental Entity or other Person the right to challenge, any of the transactions contemplated by this Agreement or any Related Agreements or to exercise any remedy or obtain any relief under, any Law or Order to which the Company or any of its Subsidiaries or any of the assets owned or used by them, may be subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by the Company or any of its Subsidiaries or that otherwise relates to the Business, or any of the assets owned or used by the Company or any of its Subsidiaries; (iv) cause the Company or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax other than withholding Taxes incurred and required to be paid in connection with the transactions contemplated by this Agreement; (v) cause any of the assets owned by the Company or any of its Subsidiaries to be reassessed or revalued by any taxing authority or other Governmental Entity; (vi) contravene, conflict with or result in a violation or breach of any provision of, or constitute give any Person the right to declare a default (or an event which, with notice or lapse of time or both, would constitute a default) exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; or (vii) result in the termination of, imposition or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens Encumbrance upon or with respect to any of the properties assets owned or assets of used by the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor Company or any of its properties or assets Subsidiaries, except in the case of each of clauses (A)(2ii) and through (Bvii) above, for such contraventions, conflicts, violations, conflicts liabilities, reassessments, revaluations, breaches or creations of Encumbrances, which, individually and breaches as in the aggregate, would not reasonably be expected have a material adverse effect on the Business. (c) Except as set forth in Schedule 2.7(c), the Company is not, or will not be, required to materially adversely affect give any notice to or obtain any Approval from any Person in connection with the Investor’s ability to perform its obligations under execution and delivery of this Agreement or consummate the consummation or performance of any of the transactions contemplated hereby hereby. (d) All corporate action on a timely basisthe part of the Company and its directors, officers and Stockholders necessary for the approval and adoption of the Restated Certificate has been taken and the Company has filed the Restated Certificate with the Secretary of State of the State of Delaware and has not taken any action to further amend the Restated Certificate.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets assets, except in the case of clauses (A)(2A) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Trustee has the legal capacity and necessary power and authority to execute and deliver this Agreement and to perform its the obligations hereunderhereunder on behalf of the Investor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholdersstockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or provisions of (1) its certificate of incorporation trust instrument, deed, agreement, declaration, or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor or any of its properties or assets assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; No Conflicts. (i) The Investor Company has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance Board of this Agreement and the consummation of Directors has approved the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its shareholders, partners or other equity owners, as the case may be, is requiredthis Agreement. This Agreement has been duly and validly executed and delivered by the Investor Company and, assuming due authorization, execution and delivery by the Company Investor, is the valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms (terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples (whether applied in equity or at law). (ii) Neither the execution, execution and delivery and performance by the Investor Company of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor Company with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”) upon any of the properties or assets of the Investor Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) its the certificate of incorporation or bylaws, its certificate of limited partnership bylaws (or partnership agreement or its similar governing documents documents) of the Company and each Company Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor Company or any of the Company Subsidiaries is a party or by which the Investor it may be bound, or to which the Investor Company or any of the Company Subsidiaries, or any of the properties or assets of the Investor Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Investor Company or any of its the Company Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect have, individually or in the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aggregate, a timely basisMaterial Adverse Effect.