Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders' Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Purchased Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Converted Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. The Warrant Converted Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. Neither the issuance, sale or delivery of the Warrant, Purchased Shares nor the issuance or delivery of the Warrant Converted Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Senior Notes and the Warrant, Warrants and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not (i) violate any provision of lawany law applicable to the Company, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of applicable to the Company, as amended (ii) violate the "Charter") , or the By-laws of the Company, as amended (the "“By-laws"”) or (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or iii) violate any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a is party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Conversion Shares have been authorized duly reserved for issuance upon conversion of the Senior Notes and upon exercise of the Warrants, as applicable, and, when issued in accordance with this Agreementso issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in for restrictions contemplated by this Agreement. The Warrant Shares have been duly authorized , the Stockholders Agreement (as defined herein) and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Registration Rights Agreement (as set forth in this Agreementdefined herein). Neither the issuance, sale or delivery of the Warrant, Senior Notes or the Warrants nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been effectively waived.

Authorization of Agreements, Etc. (a) The execution execution, delivery and delivery performance by the Company Corporation of this Agreement, the Registration Rights Agreement, the Stockholders Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the WarrantMarketing Agreement, and the issuance, sale sale, delivery and delivery performance of the Warrant First Common Shares upon and, assuming the exercise approval of the Warrantstockholders contemplated by Section 8.3, the Second Common Shares, the Warrant and the Warrant Shares, (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate (v) any provision of law, (w) the rules of the Nasdaq Stock Market, (x) any order of any court or other agency of government government, (except that y) the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or (z) any provision of any indenture, agreement or other instrument to which either the Company Corporation or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or (iii) will not conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such order, indenture, agreement or other instrument, or and (iv) will not result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Corporation except for such exceptions to clauses (ii)(z), (iii) and (iv) which, individually and in the aggregate, could not reasonably be expected to have a material adverse effect on the condition (financial or Bartxxxotherwise), results of operations or business, prospects or property of the Corporation and its subsidiaries, taken as a whole (a "Material Adverse Effect"), and which, individually and in the aggregate, could not reasonably be expected to have any adverse effect on the rights of Investor under this Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Marketing Agreement and the Warrant. (b) The First Common Shares and, assuming the approval of the stockholders contemplated by Section 8.3, the Second Common Shares, the Warrant has and the Warrant Shares, have been duly authorized andand the Common Shares and the Warrant Shares, when issued in accordance with this AgreementAgreement or the Warrant, as applicable, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company encumbrances, except as set forth in this the Stockholders Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the WarrantCommon Shares, nor the issuance or delivery of Warrant and the Warrant Shares is are not subject to any preemptive right of stockholders of the Company Corporation or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this AgreementPerson.

Authorization of Agreements, Etc. (a) The Each of (i) the execution and delivery by the Company of this Agreement, the Merger Agreement, a Stockholders Agreement in substantially the form attached hereto as Exhibit B (the "Stockholders Agreement") and a Registration Rights Agreement in substantially the Other Loan Documents form attached hereto as Exhibit C (andthe "Registration Rights Agreement," and collectively with the Stockholders Agreement, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty"Ancillary Agreements"), ; (ii) the performance by the Company of its respective obligations hereunder and thereunder thereunder; (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and CCW Shares; (iv) the issuance, sale and delivery by Centennial, as the corporation surviving the Merger, of the Warrant Centennial Shares upon and the exercise Note; and (v) the performance by the Company of the Warrant, transactions contemplated hereby and by the Merger Agreement have been duly authorized by all requisite corporate action (and such authorization constitutes approval of the transactions contemplated hereby for purposes of Section 203 of the Delaware General Corporation Law with respect to the Company, including, following the Merger, the corporation that survives the Merger) and will not (x) violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or ; (y) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, ; or (z) result in the creation or imposition of any lien, charge, restrictionencumbrance, security interest or other similar claim or encumbrance (any of the foregoing, a "Claim") in favor of any nature whatsoever third person upon any of the properties or assets of the Company or Bartxxxany of the Shares. (b) The Warrant has CCW Shares have been duly authorized by the Company and, when issued sold and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching shares of Common Stock, free of all Claims. On or prior to the ownership thereof and will be free and clear of all liensClosing Date, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Centennial Shares shall have been duly authorized and reserved for issuance upon exercise of the Warrant, by Centennial and, when so issuedsold and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be shares of Common Stock, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementClaims. Neither the The issuance, sale or and delivery of the Warrant, nor Shares to the issuance or delivery of the Warrant Shares is Purchasers hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, each of the Section 4.03(a) Agreements (as defined in Section 4.03(a)) and the Bridge Settlement Agreement. Except as set forth on Schedule 2.04 of the Disclosure Letter, each of (i) the execution and delivery by the Company of this Agreement, each of the Section 4.03(a) Agreements and the Bridge Settlement Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), ii) the issuance, sale and delivery by the Company of all of the Note Preferred Shares to be issued and sold to the WarrantPurchasers hereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been will be duly authorized prior to the Closing by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its Subsidiaries or their properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default default, or result in the vesting, acceleration or material modification of any benefits under any such indenture, agreement or other instrumentinstrument or any compensation agreement or benefit plan, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Preferred Shares or the issuance or delivery of Conversion Shares to the Warrant Shares is Purchasers hereunder are not and will not be subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any personPerson. (c) The Preferred Shares, except as when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will have the powers, preferences, rights and qualifications set forth in Article VI the Certificate of this AgreementDesignation. On the Consent Effectiveness Date, each of the Conversion Shares into which the Series A Preferred Stock to be issued are convertible in accordance with the Certificate of Designations shall have been duly authorized by the Company and duly reserved in contemplation of the conversion of such Preferred Shares and, when issued in accordance with the provisions of the Preferred Shares, will be validly issued, fully paid and nonassessable shares of capital stock of the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Series A-2 Preferred have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxBartxxx xxxer than the Company's loan agreement with the Massachusetts Business Development Corporation ("MBDC"), consent from which the Purchaser hereby expressly waives; provided, however, that the Company shall either obtain the consent of MBDC to the transactions contemplated by this Agreement by the date which is 60 days after the Closing Date or, in the event the Company fails to obtain such consent by such date, pay all amounts due under such loan agreement. (b) The Warrant Series A-2 Preferred has been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares Series A-2 Preferred is not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except . (c) Except as set forth in Article VI Schedule 2.2(c), there is no party without whose consent the Company could not pay dividends in cash to the Purchaser as provided under the terms of this Agreementthe Series A-2 Preferred.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the ISB Shares, Warrants, Conversion Shares and the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that government, the issuance restated certificate of incorporation of the Warrant Shares may require filings under one Company (the “Charter”), or more state securities laws, all the bylaws of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws“Bylaws”), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Preferred Stock with no personal liability attaching to the ownership thereof solely by virtue of the acquisition thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Investor Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof solely by virtue of the acquisition thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Investor Rights Agreement. The ISB Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof solely by virtue of the acquisition thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Investor Rights Agreement. The Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued with no personal liability attaching to the ownership thereof solely by virtue of the acquisition thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The Warrant Shares have been duly reserved for issuance upon conversion of the Warrants and, when so issued upon exercise of the Warrants, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof solely by virtue of the acquisition thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. Neither the issuance, sale or delivery of the WarrantPreferred Shares, nor the issuance or delivery of the Conversion Shares, ISB Shares, Warrants or Warrant Shares Shares, is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (andthereunder, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Amalgamation, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not (i) violate in any material respect any provision of applicable law, (ii) violate any order of any court or other agency of government applicable to the Company, (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), iii) violate the Articles of Organization or the Bylaws of the Company, as amended (the "Charter"iv) or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)materially violate, or materially conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or conflict (v) result in the creation or imposition of any Lien upon any of the properties or assets of the Company. To the Company’s knowledge, no provision of any Transaction Document materially violates, materially conflicts with, result results in a material breach of or constitute constitutes (whether with or without due notice or lapse of time or both) a material default by any other party under any such other indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of instrument to which the Company is a party or Bartxxxis bound. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this AgreementAgreement and the Amalgamation, will be validly issued, fully paid and nonassessable Class A Preferred Shares with no personal liability attaching to the ownership thereof and will be free and clear of all liensLiens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Investor Rights Agreement, the Shareholders Agreement, the Articles or applicable federal, provincial, or state securities laws, either domestic or foreign. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable Common Shares and Class A Special Shares with no personal liability attaching to the ownership thereof and will be free and clear of all liensLiens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Investor Rights Agreement, the Shareholders Agreement, the Articles or applicable federal, provincial, or state securities laws, either domestic or foreign. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Other than obtaining shareholder approval for the transactions contemplated hereby, which the Company shall make a good faith effort to obtain prior to the first Installment, the execution and delivery by the Company of this Agreement and the Other Loan Documents (andRegistration Rights Agreement, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Incorporation of the Company, as amended (the "CharterArticles") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company Company, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has been If the shareholders of the Company approve the transactions contemplated hereby, the Preferred Shares will be duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant If the shareholders of the Company approve the transactions contemplated hereby, the Conversion Shares have been will be duly authorized and reserved prior to the first Installment for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Each of the execution and delivery by the Company of this Agreement, the Note, the Amended and Restated Stockholders Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Registration Rights Agreement and the Bartxxx Xxxranty)Amendment, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrantthereunder, and the issuance, sale and delivery by the Company of the Warrant Shares upon the exercise of the Warrant, Securities have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its the properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim ,charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxof any corporation, partnership, joint venture or other entity in which the Company owns, of record or beneficially, 50% or more of the voting interests of the same (such an entity being hereinafter referred to individually as a "Subsidiary" and collectively as subsidiaries"). (b) The Warrant has Shares have been duly authorized by the Company and, when issued sold and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to non-assessable shares of Common Stock and Series C Preferred Stock, as the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementcase may be. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Shares to the issuance or delivery of the Warrant Shares Purchasers (other than WCAS CP III) hereunder is not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. (c) The Conversion Shares (as hereinafter defined) have been duly authorized by the Company and, except as set forth when issued upon the conversion of the Series C Preferred Stock, will be validly issued, fully paid and non-assessable shares of Common Stock (the "Conversion Shares"). The issuance, sale and delivery of the Conversion Shares to the Purchasers are not subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in Article VI favor of this Agreementany person.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04 and subject to Section 2.04(b), each of (i) the execution and delivery by the Company of this Agreement Agreement, the Notes, the Amended and Restated Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Other Loan Documents (andPurchaser, with respect to Bartxxxin substantially the form attached hereto as Exhibit B, xxe Security Agreement and the Bartxxx XxxrantyMissouri Future Advance Deed of Trust and Security Agreement, in substantially the form attached hereto as Exhibit C, dated as of May 11, 2001, between the Company's subsidiary and the Purchaser, (the "Deed," and collectively with the Registration Rights Agreement, the "Ancillary Agreements"), (ii) the performance by the Company of its obligations hereunder and thereunder thereunder, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have Notes has been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance government, any rule or regulation of the Warrant Shares may require filings National Association of Securities Dealers, Inc., the Nasdaq stock market or any rule of any other securities exchange under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)may be subject, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances (collectively, "Claims") in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries, except that no representation is made as to the compliance of the indemnification or contribution provisions of the Registration Rights Agreement with law or public policy. (b) The Warrant parties acknowledge that the Board of Directors of the Company is treating each possible sale of Notes hereunder as a separate transaction, and has been authorized andonly approved the transactions contemplated by this Agreement which will not result in the Purchaser, when issued together with its affiliates, becoming the "beneficial owner" (as defined in Section 203 of the Delaware General Corporation Law, "DGCL 203") of 15% or more of the outstanding voting stock of the Company or becoming an "interested stockholder" as defined in such Section. Any sale of Notes in accordance with Section 1 hereof that would result in the Purchaser becoming the beneficial owner of 15% or more of the Company's outstanding voting stock or becoming an interested stockholder (an "Interested Stockholder Transaction") will require further approval of the Company's Board of Directors beyond what has been received as of the date of execution of this Agreement, and nothing herein shall be deemed to constitute a representation by the Company that any Interested Stockholder Transaction has been approved by its Board of Directors or an agreement by the Company that any such further approval will be validly issuedgranted. The parties acknowledge that the Purchaser or an affiliate of the Purchaser has acquired an option from Bridge to acquire and/or vote shares of the Company's common stock held by Bridge, fully paid and nonassessable with no personal liability attaching which option is limited to the number of shares as would not at the time make the Purchaser and its affiliates an interested stockholder under DGCL 203. It is the intention of the parties that the beneficial ownership thereof and by the Purchaser or its affiliates of outstanding voting stock of the Company under such option will be free reduced simultaneously with Notes being sold hereunder, so that the combined effect of the sale of Notes and clear existence of all lienssuch option will not result in the Purchaser or any of its affiliates becoming an interested stockholder under DGCL 203, chargesprovided, restrictionshowever, claims that this sentence shall cease to be of any further force or effect if the Purchaser hereafter becomes an interested stockholder with the approval of the Company's Board of Directors. Notwithstanding the foregoing, it is understood and encumbrances imposed agreed that no securities will be issued pursuant to this Agreement, including securities issued upon conversion of securities issued pursuant to this Agreement, in any form unless such issuance has been approved by the Board of Directors of the Company. The conversion of any securities issued hereby into Conversion Shares or through Purchaser Conversion Preferred, as described herein, has been or will be approved by the Board of Directors of the Company, and the Purchaser (and any successors or assigns) may rely on such approval in the conversion of such securities. In addition, any adjustment to the outstanding voting stock of the Company except as set forth by the Company which would result in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise the Purchaser or its affiliates beneficially owning 15% or more of the Warrant, and, when so issued, Company's outstanding voting stock (determined in accordance with DGCL 203) will be duly authorizedapproved by the Board of Directors of the Company, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear including for purposes of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the DGCL 203. (c) The issuance, sale or and delivery of the Warrant, nor Notes to the issuance or delivery of the Warrant Shares is Purchaser hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any personPerson. (d) The Conversion Shares have been duly authorized by the Company and, except as set forth when issued in Article VI accordance with the provisions of this Agreementthe Notes, will be validly issued, fully paid and nonassessable shares of Common Stock. The issuance, sale and delivery of the Conversion Shares to the Purchaser are not and upon conversion of the Notes will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any Person.

Authorization of Agreements, Etc. (ai) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Debentures and Warrants and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles certificate of Organization incorporation of the Company, as amended (the "Charter") or the Byby-laws of the Company, as amended (the "By-lawsLaws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)as amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (bii) The Warrant has Debentures and Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon conversion of the Debentures and upon the exercise of the Warrant, Warrants and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Debentures and Warrants nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)hereunder, the issuance, sale and delivery of the Note Notes and the WarrantWarrants, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the WarrantWarrants, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles Amended and Restated Certificate of Organization Incorporation of the Company, as amended Company (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx is a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Warrants have been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.,

Authorization of Agreements, Etc. (a) The execution and delivery by the Company NDA of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreements, the performance by the Company NDA of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrantthereunder, and the issuance, sale and delivery of the Warrant Converted NDA Shares upon are, or at the exercise of the WarrantClosing Date will have been, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") NDA or the By-laws of the Company, as amended NDA (the "By-lawsNDA Charter Documents") (or), with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)all which are attached as Schedule 3.2, or any provision of any indenture, agreement or other instrument to which either the Company NDA, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company NDA or Bartxxxany of its subsidiaries. (b) NDA has, or at the Closing Date will have secured, any required waivers and consents from its stockholders or any other person in connection with the execution and delivery by NDA of this Agreement and the Other Agreements and the performance by NDA of its obligations hereunder and thereunder, including but not limited to, the delivery of all Converted NDA Shares issuable to the Converting NDA Stockholders under this Agreement, free of any preemptive rights or right of first refusal, of any stockholders of NDA or any other person. (c) The Warrant has Converted NDA Shares have been duly authorized and, when issued in accordance with this Agreement, Agreement and the NDA Charter Documents will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof thereof. The Outstanding and Converted NDA Shares are, and when delivered to International at the Closing, will be be, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company encumbrances, except as set forth in this the International Stockholders' Agreement and International Registration Rights Agreement. The Warrant Shares have been duly authorized issuance, sale, delivery and reserved for issuance upon exercise exchange of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid Converted NDA Shares and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Outstanding NDA Shares is are not subject to any preemptive right of stockholders of the Company NDA or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of person that has not been waived to the extent necessary to permit the transactions contemplated by this AgreementAgreement to occur.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Voting Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Restated Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock and Class A Common Stock, as the case may be, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement, the Voting Agreement and the Stock Restriction Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series A Convertible Preferred Stock and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement Agreement, the Registration Rights Agreement, the Voting Agreement, the License Agreement, the Founders Agreements, the Stockholders Agreements, the Common Stock Acquisition Agreements and the Other Loan Documents Xxxx Consulting Agreement (andcollectively, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty"Transaction Agreements"), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended Company (the "By-lawsBy- Laws") (or), with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)as amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. To the best of the Company's knowledge, the execution, delivery and performance of the Transaction Agreements does not violate, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement and the Voting Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement and the Voting Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement Amended and the Bartxxx Xxxranty)Restated Stock Restriction Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note and the WarrantPreferred Shares, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or of, constitute (whether with or without due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company and (iii) will not require any notice, consent or Bartxxxwaiver under any material indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets are bound. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Class F Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Third Amended and Restated Registration Rights Agreement and the Charter. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Third Amended and Restated Registration Rights Agreement or the Amended and Restated Stock Restriction Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich have not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Convertible Debentures and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will does not (i) violate any provision of law, any order of any court or other agency of government government; (except that ii) violate the issuance Certificate of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws Laws of the Company, as amended amended; (the "By-laws"iii) (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or violate any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or ; (iv) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, instrument or (v) result in the creation or imposition of any lienLien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries, except, in the case of clauses (i), (iii), (iv) or (v), for such breaches, violations, defaults, conflicts or Liens which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect or prevent, materially delay or materially burden the transactions and acts contemplated by this Agreement. (b) The Warrant has Conversion Shares have been authorized and, duly reserved for issuance upon conversion of the Convertible Debentures and when so issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liensLiens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Conversion Shares is not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, person except as set forth for such rights that have been irrevocably waived in Article VI of this Agreementwriting.

Authorization of Agreements, Etc. (a) The (i) execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Other Loan Documents Warrants, (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the ii) performance by of all obligations of the Company of its obligations hereunder and thereunder thereunder, (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the iii) issuance, sale and delivery of the Note Preferred Shares and the WarrantWarrants, and the issuance, sale (iv) issuance and delivery of the Warrant Conversion Shares upon conversion of the Preferred Shares and exercise of the WarrantWarrants, have been duly authorized by all requisite corporate action on the part of the Company, its officers, directors and stockholders, and have not and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Laws, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, which conflict, breach or default could reasonably be expected to have a material adverse effect on the Business or the assets, results of operations, condition (financial or otherwise) or prospects of the Company (a "Material Adverse Effect") or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever (a "Lien") upon any of the properties tangible or intangible assets of the Company or BartxxxCompany. (b) The Warrant has been authorized andPreferred Shares, when issued issued, sold and delivered in accordance with the terms of this AgreementAgreement for the Purchase Price, will be duly and validly issued, fully paid and nonassessable (assuming in the case of exercise of the Initial Warrant, payment of the exercise price), with no personal liability attaching to the ownership thereof, and will be free and clear of all Liens imposed by or through the Company, except as set forth in the Articles Supplementary and the Registration Rights Agreement. The Conversion Shares have been duly and validly reserved for issuance upon conversion of the Preferred Shares and exercise of the Initial Warrant, and upon such conversion or exercise, will be duly authorized, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances Liens imposed by or through the Company Company, except as set forth in this Agreement. The Warrant Shares have been duly authorized the Charter and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Registration Rights Agreement. Neither the issuance, sale or delivery of the WarrantPreferred Shares or the Warrants, nor the issuance or delivery of the Warrant Shares Conversion Shares, is subject to any preemptive right of stockholders any stockholder of the Company or to any right of first refusal or other right in favor of any person, except as set forth herein provided or as provided in Article VI of this the Charter or in the Registration Rights Agreement.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04 hereto, each of (i) the execution and delivery by the Company of this Agreement, the Warrants, the Asset Purchase Agreement and the Other Loan Documents (andother agreements related thereto, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Ancillary Agreements, (ii) the performance by the Company of its respective obligations hereunder and thereunder thereunder, (and, with respect to Bartxxx, xxe Security iii) the execution and delivery by the Guarantor of this Agreement and the Bartxxx Xxxranty)Guaranty, (iv) the performance by the Guarantor of its respective obligations hereunder and thereunder, (iv) the execution and delivery by Apparel of this Agreement, the Notes and the Asset Purchase Agreement, (v) the performance by Apparel of its respective obligations hereunder and thereunder, and (vi) the issuance, sale and delivery by each of the Note Company and Apparel, as the case may be, of the Securities and the WarrantWarrant Shares, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation Guarantor or By-laws)Apparel, or any provision of any indenture, agreement or other instrument to which either the Company Company, the Guarantor, Apparel or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance Claim in favor of any nature whatsoever third person upon any of the properties or assets of the Company Company, the Guarantor, Apparel or Bartxxxany of their subsidiaries. (b) The Warrant has Securities have been duly authorized by the Company and Apparel, as the case may be, and, when issued sold and paid for in accordance with this Agreement, will be validly issuedissued Notes or Warrants, fully paid and nonassessable with no personal liability attaching to as the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementcase may be. The Warrant Shares have been duly authorized Shares, when issued and reserved for issuance delivered upon the exercise of the Warrant, and, when so issuedWarrants, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear shares of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCommon Stock. Neither the issuance, sale or and delivery of the WarrantWarrants, nor the issuance or and delivery of the Warrant Shares upon the exercise of the Warrants, is subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) 3.2.1 The execution and delivery by the Company of this Agreement, of the Registration Rights Agreement and of the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders’ Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Series B Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action on the part of the Company and its directors and shareholders and will not (i) violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)Applicable Law, the Articles Amended and Restated Certificate of Organization of the CompanyIncorporation, as amended (the "Charter") or the Byby-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument Contract to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or (ii) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrumentContract, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever Encumbrances upon any of the properties or assets of the Company or BartxxxAssets. (b) 3.2.2 The Warrant has Series B Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable non-assessable shares of Series B Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liensany Encumbrances and the certificates representing same shall be true, chargesgenuine and subsisting, restrictions, claims and encumbrances imposed by or through nothing shall affect the Company except as set forth in this Agreementvalidity of same. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series B Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable non-assessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liensany Encumbrances and the certificates representing same shall be true, chargesgenuine and subsisting, restrictions, claims and encumbrances imposed by or through nothing shall affect the Company except as set forth in this Agreementvalidity of same. Neither the issuance, sale or delivery of the WarrantSeries B Preferred Shares, nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive pre-emptive right of stockholders of the Company or to any right of first refusal or other right in favor favour of any person, except as set forth in Article VI of this AgreementPerson which has not been effectively waived.

Authorization of Agreements, Etc. (a) The execution (i) Each of (i) the execution, delivery and delivery performance by the Company of this Agreement, the Shareholders Agreement and the Other Loan Documents Registration Rights Agreement, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), ii) the issuance, sale sale, and delivery of the Note and Shares to the Warrant, and Investor in accordance with the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, terms hereof have been duly authorized by all requisite corporate action the board of directors and stockholders of the Company, as necessary, and will not (with due notice or lapse of time or both) violate any provision of law, rule, or regulation, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws Laws, each as amended to date and as of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Closing Date, or any provision of any indenture, agreement mortgage, note, deed of trust, agreement, or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under the Certificate of Incorporation or By-Laws, each as amended to date and as of the Closing Date, or any such indenture, agreement mortgage, note, deed of trust, agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has issuance, sale and delivery of the Shares in accordance with the terms hereof have been duly authorized by the board of directors and stockholders, as necessary, and, when issued in accordance with this Agreement, the Shares shall be validly issued, fully paid, and nonassessable, with the rights and privileges as set forth herein and in the Certificate of Amendment. The Common Stock issuable upon conversion of the shares of Series D Preferred purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company's Certificate of Incorporation, as amended by the filing of the Certificate of Amendment, will be duly and validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementnonassessable. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or sale, and delivery of the Warrant, nor Shares and the issuance or delivery Common Stock issuable upon conversion of the Warrant Shares is are not subject to any unwaived preemptive right of stockholders any stockholder of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, under the Transaction Documents in accordance with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warranttheir respective terms, and the issuance, sale and delivery of the Warrant Shares upon at the exercise Initial Closing, the Series G Warrants in accordance with SECTION 1.04 of this Agreement, and the Warrant, Series G Shares at each Additional Closing; have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended through the date hereof, a copy of which is attached as EXHIBIT E (the "CharterARTICLES OF ORGANIZATION") or ), the By-laws Laws of the Company, a copy of which is attached as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)EXHIBIT F, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its Subsidiaries, or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant has Shares have been authorized andduly authorized, and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series G Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Transaction Documents. The Series G Shares issued at each Additional Closing, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series G Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Transaction Documents. The Series G Warrants have been duly authorized. (c) The Conversion Shares and the shares of Common Stock issuable upon exercise of the Series G Warrants, when issued in accordance with their respective terms, and assuming that the Articles of Organization of the Company shall have been amended prior to exercise and/or conversion to authorize a sufficient number of shares of Common Stock for the purposes of such exercise and/or conversion, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise . (d) None of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the WarrantShares at the Initial Closing, nor the issuance Series G Shares at each Additional Closing or delivery of the Warrant Shares Series G Warrants is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth Person that has not been effectively waived. Neither the issuance or delivery of the Conversion Shares or the shares of Common Stock issuable upon exercise of the Series G Warrants is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in Article VI favor of this Agreementany Person that has not been effectively waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), Agreement; the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)hereunder, the issuance, sale and delivery of the Note Purchased Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (amended, the "By-laws") (or, with respect to Bartxxx, xxs Certificate organizational documents of Incorporation or By-laws), any subsidiary or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany subsidiary. (b) The Warrant has Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series C Convertible Preferred Stock, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, with no personal liability attaching to the ownership thereof thereof, and except as set forth in the Disclosure Schedule will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Company. Except as set forth in this Agreement. Neither the Disclosure Schedule, neither the issuance, sale or delivery of the Warrant, Purchased Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of to stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementand all such rights have been exercised or waived by all such persons with respect to the transactions contemplated hereby.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Collateral Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery in accordance with the Articles of the Note Preferred Shares and the WarrantWarrants, and the issuance, sale issuance and delivery of the Conversion Shares and Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by applicable to the Company within and/or to ICN and/or to ICNI, (ii) the requisite time period)Articles, or the Articles of Organization Incorporation of each of ICN and ICNI, (iii) the Bylaws of each of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)ICN and ICNI, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which either each of the Company Company, ICN and ICNI or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their respective properties or assets is bound, or (y) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of each of the Company Company, ICN and ICNI, except in the case of clauses (x)(iv) and (y), where such violation, conflict, breach, default or Bartxxxlien would not have a Material Adverse Effect. (b) The Warrant has Preferred Shares and Warrants have been duly authorized and, when issued issued, sold and delivered in accordance with this AgreementAgreement for the consideration expressed herein, will be validly issued, fully paid and nonassessable non-assessable with no personal liability attaching to the ownership thereof thereof, will have the rights, preferences, privileges and restrictions described in the Articles, and will be free and clear of all liens, charges, restrictions, claims charges and encumbrances imposed by or through of any nature whatsoever except for restrictions on transfer under the Company except as set forth in this AgreementCollateral Agreements and under applicable Federal and state securities laws. The Conversion Shares and Warrant Shares have been duly authorized and reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants, andrespectively, and when so issuedissued pursuant to the provisions of the Articles, will be duly authorized, validly issued, fully paid and nonassessable non-assessable shares with no personal liability attaching to the ownership thereof thereof, will have the rights, preferences, privileges and restrictions described in the Articles, and will be free and clear of all liens, charges, restrictions, claims charges and encumbrances imposed by or through of any nature whatsoever except for restrictions on transfer under the Company except as set forth in this AgreementCollateral Agreements and under applicable Federal and state securities laws. Neither the issuance, sale or delivery of the Warrant, Preferred Shares and Warrants nor the issuance or delivery of the Conversion Shares and Warrant Shares is subject to any preemptive right of stockholders shareholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this AgreementPerson.

Authorization of Agreements, Etc. The Company has the corporate power and authority to execute and deliver this Agreement and, subject to the approval of the Charter Amendment (aas hereinafter defined), perform its obligations under this Agreement. Each of (i) The the execution and delivery by the Company of this Agreement and (ii) subject to approval of the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Charter Amendment, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery by the Company of all of the Note and Exchange Shares pursuant to the Warrantterms hereof, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been will be duly authorized prior to the Closing by all requisite corporate and stockholder action on the part of the Company and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Restated Certificate of Incorporation or By-laws)the Amended and Restated Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its Subsidiaries or their properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default default, or result in the vesting, acceleration or material modification of any benefits under any such indenture, agreement or other instrumentinstrument or any compensation agreement or benefit plan of the Company or any of its Subsidiaries, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances in favor of any nature whatsoever third Person (as hereinafter defined) upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued any of its Subsidiaries. As used in accordance with this Agreement, will be validly issued“Person” means any individual, fully paid and nonassessable with no personal corporation, general or limited partnership, limited liability attaching to the ownership thereof and will be free and clear of all lienscompany, chargeslimited liability partnership, restrictionsjoint venture, claims and encumbrances imposed by estate, trust, association, organization, or through the Company except other entity or Governmental Authority (as set forth in this Agreementhereafter defined). The Warrant Shares have been duly authorized issuance and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor Exchange Shares to the issuance or delivery of the Warrant Shares is Investor hereunder are not and will not be subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any personPerson. Subject to approval of the Charter Amendment, except as set forth the Exchange Shares, when issued in Article VI accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable shares of capital stock of the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement Ancillary Agreements and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrantthereunder, and the issuance, sale and delivery of the Shares and the Bridge Warrant pursuant hereto and the Bridge Warrant Shares upon the exercise of the Warrant, and Conversion Shares have been duly authorized by all requisite corporate action and will not violate any provision of lawany law applicable to the Company, any order of any court or other governmental agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of applicable to the Company, as amended (the "Charter") , or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company encumbrances, except as set forth provided in this Agreementthe Shareholder Agreements. The Bridge Warrant Shares and Conversion Shares have been duly authorized and reserved for issuance upon exercise of the WarrantBridge Warrant and conversion of the Shares, as the case may be, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company encumbrances, except as set forth provided in this Agreementthe Shareholder Agreements. Neither the issuance, sale or delivery of the Warrant, Shares nor the issuance or delivery of the Bridge Warrant, the Bridge Warrant Shares or the Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been effectively waived.

Authorization of Agreements, Etc. (a) The Each of (i) the execution and filing of the Amended and Restated Certificate of Incorporation in substantially the form attached hereto as Exhibit A, (ii) the execution and delivery by the Company of this Agreement, the Third Amended and Restated Stockholders' Agreement in substantially the form attached hereto as Exhibit B (the "Stockholders' Agreement") and the Other Loan Documents Second Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (and, the "Registration Rights Agreement," and collectively with respect to Bartxxx, xxe Security Agreement the Amended and Restated Certificate of Incorporation and the Bartxxx XxxrantyStockholders Agreement, the "Ancillary Agreements"), (iii) the performance by the Company of its obligations hereunder and thereunder under each of the Ancillary Agreements, (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iv) the issuance, sale and delivery by the Company of the Note and Shares, (v) the Warrant, and the issuance, sale issuance and delivery of the Warrant Shares upon the exercise shares of Common Stock of the WarrantCompany issuable upon conversion of the Shares (the "Conversion Shares" and, collectively with the Shares, the "Securities"), and (vi) the performance by the Company of the transactions contemplated by the Merger Agreement have been duly authorized by all requisite corporate and stockholder action and will not (x) violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any material indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or ; (y) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such material indenture, agreement or other instrument, ; or (z) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance Claims in favor of any nature whatsoever third person upon any of the properties or assets of the Company Company, except as contemplated by the Ancillary Agreements or Bartxxxthe Merger Agreement. (b) Except as set forth on Schedule 2.04, the issuance, sale and delivery of the Shares to the Purchasers hereunder are not subject to any preemptive rights of stockholders of the Company (or any such preemptive rights have been validly waived or exercised by all applicable parties) or to any right of first refusal or other similar right in favor of any person. (c) The Warrant has Conversion Shares have been duly authorized by the Company and, when issued upon conversion of the Shares in accordance with this Agreementthe Amended and Restated Certificate of Incorporation, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear shares of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCommon Stock. The Warrant Shares have been duly authorized issuance and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor Conversion Shares to the issuance or delivery Purchasers hereunder upon conversion of the Warrant Shares is are not subject to any preemptive right rights of stockholders of the Company (or any such preemptive rights have been validly waived or exercised by all applicable parties) or to any right of first refusal or other similar right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Collateral Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery in accordance with the Articles of the Note Preferred Shares and the WarrantWarrants, and the issuance, sale issuance and delivery of the Conversion Shares and Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by applicable to the Company within and/or to ICN and/or to ICNI, (ii) the requisite time period)Articles, or the Articles of Organization Incorporation of each of ICN and ICNI, (iii) the Bylaws of each of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)ICN and ICNI, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which either each of the Company Company, ICN and ICNI or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their respective properties or assets is bound, or (y) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of each of the Company Company, ICN and ICNI, except in the case of clauses (x)(iv) and (y), where such violation, conflict, breach, default or Bartxxxlien would not have a Material Adverse Effect. (b) The Warrant has Preferred Shares and Warrants have been duly authorized and, when issued issued, sold and delivered in accordance with this AgreementAgreement for the consideration expressed herein, will be validly issued, fully paid and nonassessable non- assessable with no personal liability attaching to the ownership thereof thereof, will have the rights, preferences, privileges and restrictions described in the Articles, and will be free and clear of all liens, charges, restrictions, claims charges and encumbrances imposed by or through of any nature whatsoever except for restrictions on transfer under the Company except as set forth in this AgreementCollateral Agreements and under applicable Federal and state securities laws. The Conversion Shares and Warrant Shares have been duly authorized and reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants, andrespectively, and when so issuedissued pursuant to the provisions of the Articles, will be duly authorized, validly issued, fully paid and nonassessable non-assessable shares with no personal liability attaching to the ownership thereof thereof, will have the rights, preferences, privileges and restrictions described in the Articles, and will be free and clear of all liens, charges, restrictions, claims charges and encumbrances imposed by or through of any nature whatsoever except for restrictions on transfer under the Company except as set forth in this AgreementCollateral Agreements and under applicable Federal and state securities laws. Neither the issuance, sale or delivery of the Warrant, Preferred Shares and Warrants nor the issuance or delivery of the Conversion Shares and Warrant Shares is subject to any preemptive right of stockholders shareholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this AgreementPerson.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), Transaction Documents; the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Company. To the Company's knowledge, without having investigated such matter, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or Bartxxxconstitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Class B Common Stock, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances encumbrances' imposed by or through the Company except as set forth in this the Registration Rights Agreement and the Stockholders' Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of to stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), Transaction Documents; the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Purchased Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Company. To the Company's knowledge, without having investigated such matter, no provision of the Registration Rights Amendment violates, conflicts with, results in a breach of or Bartxxxconstitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Convertible Preferred Stock, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement dated as of July 25, 1997, as amended by the Registration Rights Amendment, between the Company and the other persons named therein as signatories (as so amended, the "Registration Rights Agreement"). The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, with no personal liability attaching to the ownership thereof thereof, and except as set forth in the Disclosure Schedule will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Company. Except as set forth in this Agreement. Neither the Disclosure Schedule, neither the issuance, sale or delivery of the Warrant, Purchased Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of to stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementand all such rights have been exercised or waived by all such persons with respect to the transactions contemplated hereby.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warranthereunder, and the issuance, sale and delivery of the Warrant Shares upon Series C Preferred and the exercise of the Warrant, Warrants have been duly authorized by all requisite corporate action and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Incorporation of the Company, as amended (the "“Charter") ”), or the By-laws Bylaws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries except for such violations or conflicts which would not have a material adverse effect on the Company and its subsidiaries taken as a whole. (b) The Warrant has Series C Preferred have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of preferred stock with no personal liability attaching to the ownership thereof rights and preferences described in the Series C Designation and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Shares Warrants have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issuedexercised in accordance with the terms of the Warrants, the common stock to be issued upon exercise will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to shares of common stock of the ownership thereof Company and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the The issuance, sale or and delivery of the Warrant, nor Series C Preferred and the issuance or delivery of the Warrant Shares Warrants is not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Convertible Notes have been duly authorized by all requisite corporate action and will not (i) violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Restated Certificate of Organization Incorporation of the Company, as amended and restated by the charter amendment (the "CharterCHARTER AMENDMENT") attached hereto as Exhibit E (as so amended, the "CHARTER"), or the Amended and Restated By-laws of the Company, as amended (the "ByBY-lawsLAWS") attached hereto as Exhibit H, (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or ii) violate any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, other than any such violation, conflict or default that would not reasonably be expected to cause a Material Adverse Effect or (iii) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever Lien upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Convertible Notes have been duly authorized, executed and delivered by the Company and, when issued and delivered in accordance with the terms of this Agreement, will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally and to general principles of equity, regardless of whether enforcement is sought in equity or at law). (c) The Preferred Note Shares have been duly authorized and, when issued in accordance with this Agreementupon conversion of the Convertible Notes, will be validly issued, fully paid and nonassessable shares of Series B Convertible Preferred Stock of the Company ("SERIES B PREFERRED STOCK"), in the case of the Series B Note, or Series C Convertible Preferred Stock of the Company ("SERIES C PREFERRED STOCK"), in the case of the Series C Note, with no personal liability attaching to the ownership thereof (other than such liability, if any, as may be (i) imposed by Section 630 of the New York Business Corporation Law or (ii) attributable to acts of the Purchaser) and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementLiens. The Warrant Shares have been duly authorized issuance and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Preferred Note Shares is not subject to any preemptive right of stockholders shareholders of the Company that has not been waived or to any right of first refusal or other right in favor of any personperson that has not been waived. (d) The Common Note Shares have been duly authorized and, except when issued upon conversion of the Convertible Notes or the Preferred Note Shares, as set forth the case may be, will be validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof (other than such liability, if any, as may be (i) imposed by Section 630 of the New York Business Corporation Law or (ii) attributable to acts of the Purchaser) and will be free and clear of all Liens. The issuance and delivery of the Common Note Shares is not subject to any preemptive right of shareholders of the Company that has not been waived or to any right of first refusal or other right in Article VI favor of this Agreementany person that has not been waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Related Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon and the exercise of the Warrant, Series H Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the CompanyCharter, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company Company, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Shares have been duly authorized and, when issued in accordance with pursuant to this Agreement, will be validly issued, fully paid and nonassessable shares of Series G Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementencumbrances. The Warrant Series H Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issuedissued pursuant to the Credit Agreement, will be duly authorized, validly issued, fully paid and nonassessable shares of the Company's Series H Convertible Preferred Stock, par value U.S.$1.00 per share, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictionsclaims and encumbrances. The Conversion Shares have been duly reserved for issuance upon conversion of the Shares, the Series H Shares, and Loans and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, claims and encumbrances imposed by or through the Company except as set forth in this Agreementencumbrances. Neither the issuance, sale or delivery of the Warrant, Shares nor the issuance or delivery of the Warrant Conversion Shares or the Series H Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Waiver Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Series C Preferred Stock and Series D Preferred Stock and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended by the Restated Certificate of Incorporation in the form attached hereto as Exhibit A (as so amended, the "“Charter") ”), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Upon the filing of the Charter, the Series C Preferred Stock and Series D Preferred Stock will have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series C Preferred Stock and Series D Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through encumbrances. Upon the Company except as set forth in this Agreement. The Warrant filing of the Charter, the Conversion Shares will have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series C Preferred Stock and Series D Preferred Stock and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementencumbrances. Neither the issuance, sale or nor delivery of the Warrant, Series C Preferred Stock and the Series D Preferred Stock nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Registration Rights Agreement and the Bartxxx Xxxranty)Amendment, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, (as defined in Section 5.03) have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series G Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note and the WarrantSeries A Preferred Shares, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and and, upon filing for record of the Charter Document, will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Incorporation of the Company or the Bylaws of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has been Upon filing for record of the Charter Document, the Series A Preferred Shares will be duly authorized and reserved for issuance and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to shares of Series A Preferred of the ownership thereof and will be Company, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Upon issuance of the Series A Preferred Stock, the Conversion Shares have been will be duly authorized and reserved for issuance upon exercise conversion of the Warrant, such Series A Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be shares of Common Stock, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Series A Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been satisfied or waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company Corporation of this Agreement and each of the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)other Related Documents, the performance by the Company Corporation of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Series B Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Restated Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws of the CompanyCorporation, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company Corporation or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCorporation. (b) The Warrant has Series B Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company Corporation except as set forth in this Agreementany of the other Related Documents. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series B Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company Corporation except as set forth in this Agreementany of the other Related Documents. Neither None of the issuance, sale or delivery of the Warrant, nor Series B Shares or the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company Corporation or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this AgreementPerson.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Purchase Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warranthereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate (i) violate, conflict with or require any consent or approval under any provision of any law, any permit, license, order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by applicable to the Company within the requisite time period)or its Subsidiaries, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or Articles of Incorporation of its Subsidiaries, or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation Company or By-laws)its Subsidiaries, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party its Subsidiaries or by which either the Company or Bartxxx xx any of its their properties or assets is bound, or (ii) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, instrument or (iii) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxits Subsidiaries, which in any case would have a Material Adverse Effect. (b) The Warrant has Shares to be issued to the Investors hereunder have been authorized duly authorized, and, when issued in accordance with this Agreementso issued, will be validly issued, fully paid and nonassessable non-assessable shares of the Company's Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementEncumbrances. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is hereunder are not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Amended Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note and the WarrantPreferred Shares, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-By- laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Company. To the best of the Company's knowledge, no provision of any of the Stock Restriction Agreements dated July 12, 1996 (the "Stock Restriction Agreements") violates, conflicts with, results in a breach of or Bartxxxconstitutes (with due notice or lapse of time or both ) a default by any other party under any other indenture, agreement or instrument. The Purchasers shall not become, by virtue of this Agreement or any documents related hereto, parties to or third party beneficiaries of such Stock Restriction Agreements. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Class D Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Amended Registration Rights Agreement and the Charter. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Amended Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich have not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, of the Registration Rights Agreement (as such term is defined below) and of the Other Loan Documents Stockholders’ Agreement (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxrantyas such term is defined below), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of lawany law applicable to the Company, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of applicable to the Company, as amended the Certificate of Incorporation of the Company (the "“Charter") ”), or the By-laws of the Company, as amended Company (the "“By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws”), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Preferred Stock with no personal liability attaching to the ownership thereof and will be fee and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The Conversion Shares have been duly reserved for issuance upon conversion of the Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been effectively waived.

Authorization of Agreements, Etc. (a) The Subject to the approval of the shareholders of the Company as described herein, the execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Notes, the Preferred Shares, the Warrants, the Note Warrant Common Shares and the WarrantWarrant Shares, the performance by the Company of its obligations under the Notes and the Warrants, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws Code of Regulations of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Note Warrant has Common Shares and, subject to the approval of the shareholders of the Company as described herein, the Preferred Shares and Warrant Shares have been duly authorized and, when issued in accordance with this AgreementAgreement or the Warrants, as appropriate, will be validly issued, fully paid and nonassessable shares of Common Stock or Series A Convertible Preferred Stock, as the case may be, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrants, when issued in accordance with this Agreement, will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Warrants. The Note Warrant Common Shares have been and the Warrant Shares will have been duly authorized and reserved for issuance upon exercise of the WarrantWarrants. The Conversion Shares will have been duly reserved for issuance upon conversion of the Notes, Preferred Shares and Warrant Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the WarrantNotes, Preferred Shares, Warrants, Note Warrant Common Shares or Warrant Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Registration Rights Agreement and the Bartxxx Xxxranty)Amendment, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, (as defined in Section 5.03) have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series H Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company GUCT of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreements, the performance by the Company GUCT of its obligations hereunder and thereunder (andthereunder, with respect to Bartxxx, xxe Security Agreement the exchange and delivery by GUCT of its Converted and Outstanding NDA shares and the Bartxxx Xxxranty), the issuance, sale UCT Shares and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Pharmasoft Shares upon the exercise of the Warrantto International, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Memorandum and Articles of Organization Association of the Company, as amended GUCT (the "CharterGUCT Charter Documents") or the By-laws of the Company), which are attached as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Schedule 4.2, or any provision of any indenture, agreement or other instrument to which either the Company GUCT, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company GUCT or Bartxxxany of its subsidiaries. (b) GUCT has secured any required waivers and consents from its shareholders in connection with the execution and delivery by GUCT of this Agreement and the Other Agreements and the performance by GUCT of its obligations hereunder and thereunder, including but not limited to, the delivery of all its Outstanding NDA Shares, Converted NDA Shares, UCT Shares and Pharmasoft Shares to International under this Agreement free of any preemptive rights and right of first refusal of any person. (c) The Warrant has UCT Shares, Pharmasoft Shares, Converted and Outstanding NDA Shares being delivered by GUCT to International have been authorized andduly authorized, and when issued delivered to International in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and and, will be owned by International, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the International Stockholders Agreement and the International Registration Rights Agreement. The Warrant Shares have been duly authorized delivery and reserved for issuance upon exercise exchange of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching such shares to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares International is not subject to any preemptive right of stockholders of the Company any person or to any right of first refusal or other right in favor of any personperson that has not, except as set forth in Article VI of on or prior to the Closing Date, been waived to the extent necessary to permit the transactions contemplated by this AgreementAgreement to occur.

Authorization of Agreements, Etc. (a) The Company is not in violation of or default under any provision of its Amended and Restated Articles of Incorporation, or Bylaws, of any material provision of any indenture, contract, agreement, mortgage, deed of trust, loan, commitment, judgment, decree, order, or obligation to which it is a party or by which any of its properties or assets are bound, or of any provision of any Federal, state, or local statute, rule, or governmental regulation applicable to the Company. The execution and delivery by the Company of this Agreement and each of the Other Loan Documents (andother agreements, with respect to Bartxxxdocuments, xxe Security Agreement and the Bartxxx Xxxranty)instruments contemplated hereby, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale sale, and delivery of the Note Preferred Stock and the WarrantWarrants, and the issuance, sale issuance and delivery of the Warrant Shares upon the exercise of the WarrantWarrants, have been duly authorized by all requisite corporate action on the part of the Company and its officers, directors, and shareholders and will not violate result in any provision of lawsuch violation, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under any such indentureprovision, agreement require any consent or other instrumentwaiver under any such provision, or result in the creation or imposition of any lien, charge, restriction, claim claim, or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. There is no such provision which materially and adversely affects, or so far as the Company is presently aware, in the future may materially and adversely affect, the condition (financial or Bartxxxotherwise), business, property, prospects, assets, or liabilities of the Company. (b) The Warrant Preferred Stock has been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid paid, and nonassessable. The Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued. The Preferred Stock and the Warrants, when issued in accordance with this Agreement, will be free and clear of all liens, charges, restrictions, claims, and encumbrances imposed by or through the Company, except as reflected on the certificates evidencing the Preferred Stock. The Warrant Shares have been duly and validly reserved for issuance upon exercise of the Warrants, and the Warrant Shares, when so issued, will be duly authorized, validly issued, fully paid, and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims claims, and encumbrances imposed by or through the Company Company, except as set forth in this Agreement. The reflected on the certificates evidencing the Warrants and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementShares. Neither the issuance, sale or sale, and delivery of the Warrant, Preferred Stock and the Warrants nor the issuance or and delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right, right of first refusal refusal, or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement Amendment and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Management Rights Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series E Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been waived.

Authorization of Agreements, Etc. (a) The execution (i) Each of (i) the execution, delivery and delivery performance by the Company of this Agreement and the Other Loan Documents Registration Rights Agreement, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), ii) the issuance, sale sale, and delivery of the Note and Shares to the Warrant, and Investors in accordance with the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, terms hereof have been duly authorized by all requisite corporate action the board of directors and stockholders of the Company, as necessary, and will not (with due notice or lapse of time or both) violate any provision of law, rule, or regulation, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws Laws, each as amended to date and as of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Closing Date, or any provision of any indenture, agreement mortgage, note, deed of trust, agreement, or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under the Certificate of Incorporation or By-Laws, each as amended to date and as of the Closing Date, or any such indenture, agreement mortgage, note, deed of trust, agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has issuance, sale and delivery of the Shares in accordance with the terms hereof have been duly authorized by the board of directors and stockholders, as necessary, and, when issued in accordance with this Agreement, the Shares shall be validly issued, fully paid, and nonassessable, with the rights and privileges as set forth herein and in the Certificate of Amendment. The Common Stock issuable upon conversion of the shares of Series B Preferred and Series C Preferred purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company's Certificate of Incorporation, as amended by the filing of the Certificate of Amendment, will be duly and validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementnonassessable. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or sale, and delivery of the Warrant, nor Shares and the issuance or delivery Common Stock issuable upon conversion of the Warrant Shares is are not subject to any unwaived preemptive right of stockholders any stockholder of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Subject to obtaining -------------------------------- Stockholder Approval, the execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Convertible Notes, the PIK Notes and the WarrantWarrants, and the issuancereservation, sale issuance and delivery of the Warrant Shares upon and the exercise of the Warrant, Conversion Shares (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the CompanyIncorporation, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or of, constitute (whether with or without due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company and (iii) will not require any notice, consent or Bartxxxwaiver under any material indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets are bound, other than such notice, consent or waiver as shall have previously been obtained. (b) The Warrant has been authorized and, when When issued in accordance with this Agreement, the Convertible Notes and the PIK Notes will be duly authorized and validly issued, fully paid and nonassessable will be free and clear of all liens, charges, restrictions, preemptive or similar rights, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Rights Agreement and the Charter. When issued in accordance with no personal liability attaching to this Agreement, the ownership thereof Warrants will be duly authorized and validly issued and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Rights Agreement, the Warrants and the Charter. The Upon receipt of Stockholder Approval, the Warrant Shares and the Conversion Shares will have been duly reserved, and shall remain reserved out of the authorized and reserved but unissued shares of Common Stock, for issuance upon exercise of the Warrant, Warrants and upon conversion of the Convertible Notes and the PIK Notes and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, preemptive or similar rights, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, Convertible Notes and the PIK Notes or the Warrants nor the issuance or delivery of the Warrant Shares or the Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich have not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement Agreement, the Registration Rights Amendment and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stock Restriction Amendment, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Amended and Restated Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Convertible Preferred Stock, with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement and the Stock Restriction Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series B Convertible Preferred Stock and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich has not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Voting Agreement (as such term is defined below), and the Other Loan Documents Consulting Agreement (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxrantyas such term is defined below), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of lawany law applicable to the Company, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of applicable to the Company, as amended (the "Charter") Restated Certificate or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any material indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such material indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Preferred Shares have been duly authorized and, when issued and delivered against payment therefore in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Preferred Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been been, or will be prior to the Closing, duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which has not been effectively waived.

Authorization of Agreements, Etc. (a) The execution Medscape has all requisite corporate power and delivery by the Company of authority to execute and deliver (i) this Agreement and (ii) all related documents, certificates, instruments and agreements to be delivered at Closing or otherwise in connection with this Agreement to which it is a party (collectively, the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty"Ancillary Agreements"), the performance by the Company of and to perform its obligations hereunder and thereunder thereunder. (andb) The execution, with respect to Bartxxxdelivery and performance of this Agreement, xxe Security Agreement and including the Bartxxx Xxxranty), the issuance, sale and delivery transfer of the Note and the WarrantAcquired Assets hereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have by Medscape has been duly authorized by all requisite corporate action on the part of Medscape (including all requisite action of the Board of Directors of Medscape). Except as set forth on Schedule 2.02, neither the execution and delivery by Medscape of this Agreement and the Ancillary Agreements to which it is party nor the performance by Medscape of its obligations hereunder and thereunder, including the sale and transfer of the Acquired Assets hereunder, will not violate (A) violate: (i) any provision of law, any order of any court Law (as defined below) that is applicable to Medscape or other agency of government Subsidiary; (except that ii) the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of Medscape or Subsidiary, each as amended and/or restated; or (iii) any Order applicable to Medscape or Subsidiary, or (B) conflict with, give rise to a right of acceleration or termination under, result in any provision payment or benefit becoming due thereunder, result in the increase of any indenture, agreement payment or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict withbenefit due thereunder, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such Material Contract (as defined below), note, indenture, agreement agreement, lease or other material instrument, or (C) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever Lien upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any personAcquired Assets, except for any Permitted Liens (as set forth in Article VI of this Agreementdefined below).

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Investors Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the WarrantWarrants, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the CompanyIncorporation, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or of, constitute (whether with or without due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company and (iii) will not require any notice, consent or Bartxxxwaiver under any material indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets are bound. (b) The Warrant has been authorized and, when When issued in accordance with this Agreement, the Preferred Shares will be duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Investors Agreement and the Charter. The Warrant Shares have been When issued in accordance with this Agreement, the Warrants will be duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof issued and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Investors Agreement, the Warrant and the Charter. Neither Prior to the issuanceClosing Date, sale or delivery the Conversion Shares will be duly reserved for issuance upon conversion of the Warrant, nor the issuance or delivery Preferred Shares and exercise of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any personWarrants and, except as set forth in Article VI of this Agreement.when so issued, will be duly

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement Second Amended and the Bartxxx Xxxranty)Restated Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note and the WarrantPreferred Shares, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Company. To the best of the Company's knowledge, no provision of any of the Stock Restriction Agreements dated July 12, 1996 (the "Stock Restriction Agreements") violates, conflicts with, results in a breach of or Bartxxxconstitutes (with due notice or lapse of time or both ) a default by any other party under any other indenture, agreement or instrument. The Purchasers shall not become, by virtue of this Agreement or any documents related hereto, parties to or third party beneficiaries of such Stock Restriction Agreements. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Class E Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Amended Registration Rights Agreement and the Charter. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Second Amended and Restated Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich have not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement Amendment and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stock Purchase Warrant, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrantthereunder, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has On the Closing Date, the issuance, sale and delivery of the Preferred Shares will have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series F Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant On the Closing Date, the Conversion Shares will have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is will, on the Closing Date, be subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementperson which will not have been waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Purchaser Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Charter Documents or the Bylaws of the Company, as amended amended, except as set forth in Schedule 2.02 (a) attached hereto, the "Charter") or the By-laws governing documents of the Companyany Subsidiary, as amended (amended, the "By-laws") (orgoverning documents of any Joint Venture, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)as amended, or any provision of any indenture, agreement or other instrument to which either the Company, any Subsidiary, to the knowledge of the Company after reasonable inquiry, any Joint Venture or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its the properties or assets of the Company, any Subsidiary or to the knowledge of the Company after reasonable inquiry, any Joint Venture is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company, any Subsidiary or to the knowledge of the Company or Bartxxxafter reasonable inquiry, any Joint Venture. (b) The Warrant has Purchaser Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Series A Convertible Preferred Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Purchaser Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Purchaser Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any personperson which has not been waived. (c) The Company and each Subsidiary and, except as set forth to the knowledge of the Company after reasonable inquiry, each Joint Venture, are in Article VI full compliance with all of this Agreementthe terms and provisions of their respective governing documents.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company NDA of this Agreement, the Option Agreement, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders' Agreement, the performance by the Company NDA of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrantthereunder, and the issuance, sale and delivery of the Warrant Shares upon and the exercise of the Warrant, Option have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of NDA or the CompanyBy-laws of NDA, as amended (the "CharterCharter Documents") or the By-laws of the Company), which are attached as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Exhibit C, or any provision of any indenture, agreement or other instrument to which either the Company NDA, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company NDA or Bartxxxany of its subsidiaries. (b) NDA has secured any required waivers and consents from its stockholders in connection with the execution and delivery by NDA of this Agreement and the Option Agreement and the performance by NDA of its obligations hereunder and thereunder, including but not limited to, the delivery of all shares of Common Stock issuable to UniHolding under this Agreement and the Option Agreement free of any preemptive rights of any stockholders of NDA. Notwithstanding the foregoing, it is agreed and acknowledged by NDA and UniHolding that the addition of a sixth director which will be a nominee of Uniholding as provided in the Stockholders' Agreement (as amended contemporaneously herewith) will require an amendment to NDA's Certificate of Incorporation which will be effected by NDA within 30 days of the Closing. (c) The Warrant has Shares have been duly authorized and, when issued in accordance with this Agreement, Agreement and the Charter Documents will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Stockholders Agreement and the Registration Rights Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor the issuance or delivery of the Warrant Shares Common Stock is not subject to any preemptive right of stockholders of the Company NDA or to any right of first refusal or other right in favor of any personperson that has not been waived to the extent necessary to permit the transactions contemplated by this Agreement to occur. The shares of Common Stock issuable pursuant to the Option will, except as set forth in Article VI upon issuance, be duly authorized, validly issued, fully paid and non-assessable, free of this Agreementany preemptive right and right of first refusal or any other lien or encumbrance.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stock Restriction Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Notes and Warrants and the Warrant, and the issuance, sale issuance and delivery of the Warrant Common Conversion Shares upon the exercise of the Warrant, Warrants and conversion of the Notes have been and, upon approval of the Charter Amendment at the Stockholders' Meeting and the filing of the Charter Amendment with the Secretary of State of the State of New York, the issuance and delivery of the Preferred Conversion Shares upon conversion of the Preferred Shares and the Preferred Shares upon conversion of the Notes will be, duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that government, the issuance of Charter, the Warrant Shares may require filings under one or more state securities laws, all of which filings will Charter as proposed to be made amended by the Company within the requisite time period)Charter Amendment, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. No provision of the Stock Restriction Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default under any indenture, agreement or other instrument to which the Company is bound or, to the best of the Company's knowledge, any other indenture, agreement or instrument (regardless, in each such case, of whether any such violation, conflict, breach or default relates to the Company or Bartxxxto another party to any such indenture, agreement or other instrument). (b) The Warrant has Notes and the Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free an clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement. The Common Conversion Shares shave been duly reserved for issuance upon the exercise of the Warrants and the conversion of the Preferred Conversion Shares and the Notes, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof except for any liability that may be imposed by applicable state statutes upon stockholders for wages or similar claims and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Upon the approval of the Charter Amendment with the Secretary of State of the State of New York, the Preferred Shares have been will be duly authorized and reserved for issuance upon exercise the conversion of the WarrantNotes and the Preferred Conversion Shares will be duly reserved for issuance upon the conversion of the Preferred Shares, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Preferred Stock, with no personal person liability attaching to the ownership thereof except for any liability that may be imposed by applicable state statutes upon stockholders for wages or similar claims and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Notes or the Warrants nor the issuance or delivery of the Warrant Common Conversion Shares, the Preferred Conversion Shares or the Preferred Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04, each of (i) the execution and delivery by the Company of this Agreement Agreement, the Notes, the Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Other Loan Documents (andPurchasers, with respect to Bartxxx, xxe Security Agreement in substantially the form attached hereto as Exhibit B and the Bartxxx XxxrantyDeed of Trust, dated as of the Closing Date, between the Company's subsidiary and the Purchasers, in form and in substance reasonably satisfactory to WCAS (the "Deed," and collectively with the Notes and the Registration Rights Agreement, the "Ancillary Agreements"), (ii) the performance by the Company of its obligations hereunder and thereunder thereunder, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have Notes has been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances (collectively, "Claims") in favor of any nature whatsoever third person upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries, except that no representation is made as to the compliance of the indemnification or contribution provisions of the Registration Rights Agreement with law or public policy. The Board of Directors of the Company has taken all actions necessary under the Delaware General Corporation Law (the "DGCL"), including approving the transactions contemplated by this Agreement, to ensure that Section 203 of the DGCL does not apply to the Purchasers. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Notes to the issuance or delivery of the Warrant Shares is Purchasers hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. (c) The Conversion Shares have been duly authorized by the Company and, except as set forth when issued in Article VI accordance with the provisions of this Agreementthe Notes, will be validly issued, fully paid and nonassessable shares of Common Stock. The issuance, sale and delivery of the Conversion Shares to the Purchasers are not and upon conversion of the Notes will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties property or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties property or assets of the Company Company. To the Company's knowledge, no provision of the Stock Restriction Agreement violates, conflicts with, results in a breach of or Bartxxxconstitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04 of the Disclosure Letter, the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement. Except as set forth on Schedule 2.04 of the Disclosure Letter, each of (i) the execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Registration Rights Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), ii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery all of the Warrant Shares upon pursuant to the exercise terms of the WarrantWarrants, have been will be duly authorized prior to the Initial Closing by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its Subsidiaries or their properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default default, or result in the vesting, acceleration or material modification of any benefits under any such indenture, agreement or other instrumentinstrument or any compensation agreement or benefit plan, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise on Schedule 2.04 of the WarrantDisclosure Letter, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Notes and Warrants to the issuance or delivery of the Warrant Shares is Purchasers hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except Person. (c) Except as set forth on Schedule 2.04 of the Disclosure Letter, the Warrant Shares, when issued in Article VI accordance with the terms of this AgreementAgreement and the Warrants, will be duly authorized, validly issued, fully paid and nonassessable shares of capital stock of the Company. Except as set forth on Schedule 2.04, the issuance, sale and delivery of the Warrant Shares upon exercise of the Warrants will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any Person.

Authorization of Agreements, Etc. (a) The Except as described in Schedule 2.02(a) hereto, each of (i) the execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Stockholders Agreement Amendment and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder under the Stockholders Agreement, (and, with respect to Bartxxx, xxe Security Agreement ii) the issuance and sale by the Company of the Preferred Shares and the Bartxxx Xxxranty), issuance by the issuance, sale and delivery Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Conversion Shares upon the exercise conversion of the Warrant, Preferred Shares and (iii) the filing of the Restated Certificate of Incorporation have been duly authorized by all requisite corporate action and will not (A) violate (x) any provision of law, any order of any court or other agency of government government, (except that y) the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)laws of the Company or the Certificate or Articles of Incorporation, By-laws and/or other organizational documents of any Subsidiary, or (z) any provision of any material indenture, note, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its Subsidiaries or any of their respective properties or assets is bound, or (B) conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under any such material indenture, note, agreement or other instrumentinstrument to which the Company or any of its Subsidiaries or any of their respective properties or assets is bound, or result in the creation or imposition of any lien, charge, restriction, claim charge or encumbrance of any nature whatsoever (a "LIEN") upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant issuance of the Preferred Shares has been duly authorized by the Company and, when issued sold and paid for in accordance with this Agreement, the Preferred Shares will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementnonassessable. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the WarrantPreferred Shares, and, when so issued, and will be duly authorized, validly issuedissued and outstanding, fully paid and nonassessable shares of Common Stock when issued in accordance with no personal liability attaching this Agreement and the Restated Certificate of Incorporation. The issuance, sale and delivery of the Preferred Shares to the ownership thereof Purchasers hereunder is not, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Conversion Shares to the issuance or delivery Purchasers upon conversion of the Warrant Preferred Shares is will not be, subject to any preemptive right rights of stockholders of the Company or to any right of first refusal refusal, right of first offer or other similar right (contractual or otherwise) in favor of any personperson (other than preemptive rights of stockholders party to the Existing Shareholders Agreement, except as set forth in Article VI of this Agreementto which waivers will have been obtained on or prior to the Closing Date).

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Second Amended and Restated Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except other than the rights of Thomson as set forth in Article VI that certain Amended and Restated Agreement Among Thomson and Founders dated as of March 31, 1999, by and among Thomson, the Company, the Xxxxxx Family Limited Partnership, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxx (the "Xxxxxxx Agreement") and the rights of certain major holders of the Company's Series D Preferred Stock (the "Major Purchasers") pursuant to the Series D Convertible Preferred Stock Purchase Agreement dated June 9, 1999 by and among the Company and the several purchasers named therein (the "Series D Purchase Agreement"). Thomson's preemptive right with respect to the Preferred Shares issued to AOL hereunder are reflected in the total number of Preferred Shares Thomson is purchasing hereunder. Each Major Purchaser has waived its preemptive rights with respect to the issuance and sale of the Preferred Shares. In addition to the Preferred Shares being issued pursuant to this Agreement, the Company has reserved 250,000 additional shares of its Series E-1 Preferred Stock to be issued to AOL upon exercise of AOL's right to purchase such shares pursuant to a Stock Subscription Warrant between the Company and AOL of even date herewith (the "Warrant Agreement").

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warranthereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Amended and Restated Certificate of Organization Incorporation (the "Certificate of Incorporation") or the Restated Bylaws of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any material indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (whether with or without due notice or lapse of time or both) a material default under any such material indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever material Lien upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, claims and encumbrances Liens imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is not subject to any preemptive right of stockholders of the Company or to any right of first refusal refusal, co-sale, or other right in favor of any personperson that has not been complied with or duly waived. (c) Other than such consents, approvals, waivers or authorizations as have been obtained, no consents, approvals, waivers or authorizations of any third party are legally or contractually required on the part of the Company to enter into the transactions contemplated hereby, except as set forth in Article VI of this Agreementfor any notices or filings that may be required by the Nasdaq National Market.

Authorization of Agreements, Etc. (a) The (i) execution and delivery by the Company of this Agreement and the Other Loan Documents Registration Rights Agreement, (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the ii) performance by of all obligations of the Company of its obligations hereunder and thereunder thereunder, (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the iii) issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Common Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action on the part of the Company, its officers, directors and stockholders, and have not and will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Laws, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, which conflict, breach or default could reasonably be expected to have a material adverse effect on the Business or the assets, results of operations, condition (financial or otherwise) or prospects of the Company (a "Material Adverse Effect") or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever (a "Lien") upon any of the properties tangible or intangible assets of the Company or BartxxxCompany. (b) The Warrant has been authorized andCommon Shares, when issued issued, sold and delivered in accordance with the terms of this AgreementAgreement for the Purchase Price, will be duly and validly issued, fully paid and nonassessable nonassessable, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances Liens imposed by or through the Company Company, except as set forth in this the Registration Rights Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor the issuance or delivery of the Warrant Common Shares is not subject to any preemptive right of stockholders any stockholder of the Company or to any right of first refusal or other right in favor of any person, except as set forth herein provided or as provided in Article VI of this the Charter or in the Registration Rights Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)hereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended Company (the "By-lawsLaws") (or), with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)as amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. To the best of the Company's knowledge, the execution, delivery and performance of this Agreement does not violate, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementCompany. Neither the issuance, sale or nor delivery of the Warrant, Preferred Shares nor the issuance or nor delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any personperson which has not been waived. (c) Immediately after the Closing, except the Purchasers shall have obtained the same benefits as set forth the purchasers of the Company's Series A Preferred Stock pursuant to that certain Series A Convertible Preferred Stock Purchase Agreement dated as of March 22, 1996 between the Company and the purchasers named therein (the "Initial Purchase Agreement"), as if the Purchasers purchased the Preferred Shares on such date, in Article VI and to the following: (i) that certain Registration Rights Agreement dated as of this March 22, 1996 by and among the Company and Xxxxxx and Xxxxxx Group, Inc. ("Xxxxxx"), Falcon Technology Partners, L.P. ("Falcon"), Cold Spring Harbor Laboratory ("CSH"), Xxxx Xxxxxxx ("Xxxxxxx"), Xxxxx X. Xxxxxxxx ("JRathmann"), Xxxxxxxx X. Xxxxxxxx ("MRathmann"), Xxxxx X. Xxxxxxxx ("SRathmann"), Xxxxx Xxxx Xxxxxxxx ("LRathmann"), Xxxxxxx X. Xxxxxxxx ("RRathmann"), Xxxxxx X. Xxxx ("Xxxx"), Xxxxxxxxxx Xxxxx ("Xxxxx"), Xxxxxx Xxxxx ("Xxxxx") and Xxxxxx Xxxxxx ("Xxxxxx") (the "Registration Rights Agreement"); (ii) Sections 6, 7 and 9 through 19 of those certain Founders Agreements, each dated as of March 22, 1996 by and between the Company and each of Marr, Salit, Xxxxx and Xxxxxx (the "Founders Agreements"); (iii) Sections 2, 3 and 5 through 15 of those certain Stockholders Agreements, each dated as of March 22, 1996 by and between the Company and each of CSH and Xxxxxxx (the "CSH Stockholders Agreements"); and (iv) Sections 3 through 14 of that certain Stockholders Agreement dated as of March 22, 1996 by and among the Company and JRathmann, MRathmann, SRathmann, LRathmann and RRathmann (the "Xxxxxxxx Stockholders Agreement") (each of the Registration Rights Agreement, the Founders Agreements, the CSH Stockholders Agreements and the Xxxxxxxx Stockholders Agreement, and that certain Voting Agreement dated as of March 22, 1996 by and among Harris, Falcon, CSH, Xxxxxxx, JRathmann, MRathmann, SRathmann, LRathmann, RRathmann, Marr, Salit, Xxxxx and Xxxxxx (the "Voting Agreement") are hereinafter collectively referred to as the "Transaction Agreements").

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement Agreement, the Registration Rights Agreement, the Stock Restriction Agreements and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Management Rights Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stockholders Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") ), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except other than the rights of Thomson Information Service, Inc. ("Thomson") as set forth in Article VI that certain Amended and Restated Agreement Among Thomson and Founders, by and among Thomson, the Company, the Xxxxxx Family Limited Partnership, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxx, a copy of this which is attached hereto as Exhibit F dated as of March 31, 1999 (the --------- "Thomson Agreement").

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Investor Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Series B Preferred Stock and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended by the Restated Certificate of Incorporation in the form attached hereto as Exhibit A (as so amended, the "“Charter") ”), or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries, except as provided in the Facilities and Services Agreement dated the date hereof by and between the Company and CuraGen. (b) The Warrant has Upon the filing of the Charter, the Series B Preferred Stock will have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through encumbrances. Upon the Company except as set forth in this Agreement. The Warrant filing of the Charter, the Conversion Shares will have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Series B Preferred Stock and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementencumbrances. Neither the issuance, sale or delivery of the Warrant, Series B Preferred Stock nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and under the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the WarrantTransaction Documents, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Units have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended through the date hereof, a copy of which is attached as EXHIBIT E (the "CharterARTICLES OF ORGANIZATION") or ), the By-laws Laws of the Company, a copy of which are attached as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)EXHIBIT F, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its Subsidiaries, or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant Units consist of shares of Series E Preferred Stock (the "SERIES E SHARES") and the Warrants, and each has been authorized andduly authorized, and in the case of the Series E Shares, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series E Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementthe Transaction Documents. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, andConversion Shares, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, Units nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of Person that has not been effectively waived or exercised pursuant to this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Preferred Stock, the Warrants, the Registration Rights Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Stock Restriction Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Stock and Warrants and the Warrant, and the issuance, sale issuance and delivery of the Warrant Common Conversion Shares upon the exercise of the Warrant, Warrants and the issuance and delivery of the Preferred Conversion Shares upon conversion of the Preferred Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the CompanyIncorporation, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or of lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. No provision of the Stock Restriction Agreement violates, conflicts with, results in a breach of or constitutes (with due notice of lapse of time or both) a default under any indenture, agreement or other instrument to which the Company is bound or, to the best of the Company's knowledge, any other indenture, agreement or instrument (regardless, in each such case, of whether any such violation, conflict, breach or default relates to the Company or Bartxxxto another party to any such indenture, agreement or other instrument.) (b) The Warrant has Preferred Stock and the Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Common Conversion Shares have been duly authorized and reserved for issuance upon the exercise of the WarrantWarrants and the Preferred Conversion Shares have been duly reserved for issuance upon the conversion of the Preferred Stock, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof except for any liability that may be imposed by applicable state statutes upon shareholders for wages or similar claims and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Stock or the Warrants nor the issuance or delivery of the Warrant Common Conversion Shares or the Preferred Conversion Shares is subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Transaction Documents, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note and Preferred Shares and, upon exercise, of the WarrantFirst Option Shares, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been (or will be prior to the Closing) duly authorized by all requisite corporate action and and, as at the Closing, will not violate any provision of applicable law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of applicable to the Company, as amended (the "Charter") or the By-laws of the CompanyCorporate Documents, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company Company, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Company, which could materially and adversely affect the business, properties, or Bartxxxcondition (financial or otherwise) affairs, operations or assets of the Company. (b) The Warrant has Preferred Shares and First Option Shares have been (or will be prior to the Closing) duly authorized and, when issued in accordance with this AgreementAgreement and due exercise of the First Option, as applicable, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictionsor claims, claims and encumbrances imposed by or through the Company Company, except as set forth in this Agreementapplicable securities laws. The Warrant First Option Shares have been (or will be prior to the Closing) duly authorized and reserved for issuance upon exercise of the WarrantFirst Option, and the Conversion Shares have been (or will be prior to the Closing) duly reserved for issuance upon conversion of the Preferred Shares and First Option Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictionsor claims, claims and encumbrances imposed by or through the Company Company, except as set forth in this Agreementapplicable securities laws. Neither As at the Closing Date, neither the issuance, sale or delivery of the Warrant, Preferred Shares or the First Option Shares nor the issuance or delivery of the Warrant Conversion Shares is shall be subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any person. As at the Closing Date, except as set forth the exercise of the Second Option shall not be subject to the right of first refusal or any other right in Article VI favor of this Agreementany person.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Pledge Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Notes and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Warrants have been duly authorized by all requisite corporate action and will not (i) violate any provision of law, any order of any court or other agency of government government, (except that ii) violate the issuance Certificate of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") Incorporation or the By-laws of the Company, as amended amended, (the "By-laws"iii) (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or violate any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or (iv) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or (v) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or BartxxxCompany, except in the case of clauses (i), (iii), (iv) and (v), as would not have a material adverse effect on the Company. (b) The Warrant has Notes and Warrants have been duly authorized and, when issued in accordance with this Agreement, will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The shares of Common Stock issuable upon exercise of the Warrants will be duly reserved for issuance upon exercise of the Warrants and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company Company, except for transfer restrictions imposed by applicable securities laws. Except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warranton Schedule II, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither neither the issuance, sale or delivery of the Warrant, Notes and Warrants nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders shareholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement Agreement, the Convertible Notes, the Warrants and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Rights Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Convertible Notes and the WarrantWarrants, and the issuancereservation, sale issuance and delivery of the Warrant Shares upon and the exercise of the Warrant, Conversion Shares (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization of the CompanyIncorporation, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or of, constitute (whether with or without due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company and (iii) will not require any notice, consent or Bartxxxwaiver under any material indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets are bound, other than such notice, consent or waiver as shall have previously been obtained. (b) The Warrant has been authorized and, when When issued in accordance with this Agreement, the Convertible Notes will be duly authorized and validly issued, fully paid and nonassessable will be free and clear of all liens, charges, restrictions, preemptive or similar rights, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Rights Agreement and the Charter. When issued in accordance with no personal liability attaching to this Agreement, the ownership thereof Warrants will be duly authorized and validly issued and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement, the Rights Agreement, the Warrants and the Charter. The Warrant Shares and the Conversion Shares have been duly reserved, and shall remain reserved out of the authorized and reserved but unissued shares of Common Stock, for issuance upon exercise of the Warrant, Warrants and upon conversion of the Convertible Notes and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Common Stock and will be free and clear of all liens, charges, restrictions, preemptive or similar rights, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, Convertible Notes or the Warrants nor the issuance or delivery of the Warrant Shares or the Conversion Shares is subject to any preemptive right of stockholders of the Company Company, or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementwhich have not been duly and validly waived.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement Amendment and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Management Rights Agreements, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries. (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Convertible Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Except as set forth on SCHEDULE 2.04, each of (i) the execution and delivery by the Company of this Agreement Agreement, the Notes, the Registration Rights Agreement, dated as of the Closing Date (the "REGISTRATION RIGHTS AGREEMENT"), among the Company and the Other Loan Documents (andPurchasers, with respect to Bartxxx, xxe Security Agreement in substantially the form attached hereto as EXHIBIT B and the Bartxxx XxxrantyDeed of Trust, dated as of the Closing Date, between the Company's subsidiary and the Purchasers, in form and in substance reasonably satisfactory to WCAS (the "DEED," and collectively with the Notes and the Registration Rights Agreement, the "ANCILLARY AGREEMENTS"), (ii) the performance by the Company of its obligations hereunder and thereunder thereunder, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have Notes has been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances (collectively, "CLAIMS") in favor of any nature whatsoever third person upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries, except that no representation is made as to the compliance of the indemnification or contribution provisions of the Registration Rights Agreement with law or public policy. The Board of Directors of the Company has taken all actions necessary under the Delaware General Corporation Law (the "DGCL"), including approving the transactions contemplated by this Agreement, to ensure that Section 203 of the DGCL does not apply to the Purchasers. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor Notes to the issuance or delivery of the Warrant Shares is Purchasers hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. (c) The Conversion Shares have been duly authorized by the Company and, except as set forth when issued in Article VI accordance with the provisions of this Agreementthe Notes, will be validly issued, fully paid and nonassessable shares of Common Stock. The issuance, sale and delivery of the Conversion Shares to the Purchasers are not and upon conversion of the Notes will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person.

Authorization of Agreements, Etc. (ai) The Each of (A) the execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement Ancillary Agreements and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder thereunder, (and, with respect to Bartxxx, xxe Security Agreement B) the issuance and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the WarrantSecurities, and (C) the issuance, sale redemption and delivery purchase by the Company of the Warrant Shares upon the exercise shares of the WarrantCommon Stock, Class B Common Stock and Series A Preferred Stock to be tendered for redemption pursuant to Section 1.02 hereof have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)laws of the Company or any of its Subsidiaries, or any judgment, award or decree or any provision of any indenture, agreement or other instrument to which either the Company it or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its Subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries other than violations, conflicts, breaches or defaults (exclusive of violations of the Certificate of Incorporation or By-laws of the Company or any of its Subsidiaries) which would not have a Material Adverse Effect. (bii) The Warrant has Upon acceptance of the filing of the Amended and Restated Certificate of Incorporation, the Securities will have been duly authorized by the Company and, when issued issued, sold and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof shares of Convertible Preferred Stock, and will be owned by each of the New Investors in the amounts set forth opposite the name of such New Investor on Schedule I hereto free and clear of all liensany claims, charges, restrictions, claims and liens or encumbrances imposed by or through the Company except as set forth in this AgreementCompany. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is Securities are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other right in favor first (iii) The Common Stock, Class B Common Stock and Series A Preferred Stock to be tendered for redemption and purchase pursuant to Section 1.02 hereof, when so tendered and upon payment of any personthe redemption and purchase price therefor pursuant to said Section 1.02, except as set forth in Article VI will be validly redeemed and purchased and fully paid for and all rights of this Agreementthe Tendering Stockholders with respect to such shares of Common Stock, Class B Common Stock and Series A Preferred Stock so redeemed and purchased shall forthwith cease.

Authorization of Agreements, Etc. (a) The Except as described in Schedule 2.04(a) hereto, each of (i) the execution and delivery by the Company of this Agreement Agreement, the Note and the Other Loan Documents Ancillary Agreements; (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), ii) the performance by the Company of its respective obligations hereunder and thereunder thereunder; (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note Shares and the Warrant, and Note; (iv) the issuance, sale and delivery amendment of the Warrant Shares upon Company's Certificate of Incorporation in accordance with the exercise Certificate of Amendment; and (v) the performance by the Company of the Warrant, transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action and will not (x) violate (A) any provision of law, any order of any court or other agency of government (except other than immaterial violations that can be cured without adversely affecting the issuance validity of the Warrant Shares may require filings under one Securities or more state securities laws, all the business of which filings will be made by the Company within the requisite time periodas currently conducted), (B) the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), Bylaws of the Company or (C) any material provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or ; (y) conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any material provision of any such indenture, agreement or other instrument, ; or (z) result in the creation or imposition of any lien, charge, restrictionencumbrance, security interest or other similar claim or encumbrance (any of the foregoing, a "Claim") in favor of any nature whatsoever third person upon any of the properties or assets of the Company or BartxxxCompany. (b) The Warrant has shares of Common Stock and Class B Preferred Stock to be purchased pursuant to this Agreement have been duly authorized by the Company and, when issued sold and paid for in accordance with this Agreement, Agreement will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreementnonassessable. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or and delivery of such shares of Common Stock and Class B Preferred Stock to the Warrant, nor the issuance or delivery of the Warrant Shares Purchasers hereunder is not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except other than the preemptive rights of certain parties under the 1997 Purchase Agreement, the 1998 Purchase Agreement and the Management Agreements, as set forth in Article VI of this Agreementto which waivers have been obtained.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Transaction Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)which it is a party, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Closing Securities by the Company and the Warrant, and the issuance, sale and delivery reservation of the Note Shares and Warrant Shares upon by the exercise of the Warrant, Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended to date (the "“Charter") ”), or the By-laws of the Company, as amended to date (the "“By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws”), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party any of its Subsidiaries or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant has Closing Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with this Agreementtheir terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in Schedule 2.2(c), and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Note Shares and Warrant Shares initially issuable upon conversion of the Notes and exercise of the Warrants, respectively, have been duly authorized and reserved for issuance and, when issued, delivered and paid for in accordance with the provisions of the Notes and the Warrants, respectively, will be validly issued, fully paid and nonassessable with no personal liability attaching non-assessable; and the issuance of Note Shares and Warrant Shares upon conversion of the Notes and exercise of the Warrants, respectively, will not be subject to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by any preemptive or through the Company similar rights except as set forth in this Agreement. Schedule 2.2(c). (d) The Warrant Shares have been duly designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized and reserved for issuance upon exercise capital stock of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except are as set forth in this Agreementthe Company’s Charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Neither Except as set forth in Schedule 2.2(d), (i) no Person owns of record or is known to the issuanceCompany to own beneficially any share of Common Stock, sale (ii) no subscription, warrant, option, convertible security, or delivery of the Warrant, nor the issuance other right (contingent or delivery of the Warrant Shares is subject other) to any preemptive right of stockholders purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding and (iii) there is no commitment by the Company or any of its Subsidiaries to any right of first refusal issue shares, subscriptions, warrants, options, convertible securities, or other right in favor such rights or to distribute to holders of any person, except of its equity securities any evidence of indebtedness or asset. Except as provided for in the Company’s Charter or as set forth in Article VI the attached Schedule 2.2(d), neither the Company nor any of its Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the attached Schedule 2.2(d), to the best of the Company’s knowledge there are no voting trusts or agreements, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). The warrants issued by the Company in its initial public offering have not been extended or modified since the date of issuance thereof. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. (e) The outstanding shares of Common Stock are listed on the NYSE Amex and the Note Shares and the Warrant Shares will have been approved for listing on the NYSE Amex, subject to notice of issuance, on or before the Closing Date. The transactions contemplated by the Transaction Documents do not require shareholder approval under the rules of the NYSE Amex. (f) There has not been any change, effect, event or occurrence resulting in a material adverse effect on the business, financial condition or results of operations of the Company that has not been disclosed in the Company’s reports filed with the Commission prior to the date of this Agreement. (g) Except as set forth in Schedule 2.2(g), there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending, or, to the knowledge of the Company, threatened against the Company which, if adversely determined, would materially and adversely affect the business, assets, operations or condition, financial or otherwise, of the Company. There is no action, suit or proceeding by the Company currently pending or that the Company currently intends to initiate.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company and each of this Agreement and the Other Loan Related Parties of the Transaction Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)which each such entity is a party, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery Related Parties of the Note and the Warranttheir respective obligations thereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Purchased Units have been duly authorized by all requisite corporate action action, (including, for the avoidance of doubt, the requisite approval of the directors of the Related Parties and the unanimous approval of all members of the Company) and do not and will not violate any provision of law, any order of any court or other agency of government (except that government, the issuance Certificate of Formation of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by Company (the Company within the requisite time period“Certificate”), the Articles organizational documents of Organization any of the CompanyRelated Parties, as amended (the "Charter") or the By-laws LLC Agreement, or, except as set forth on Section 2.2(a) of the CompanyDisclosure Schedule, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company Company, the Related Parties, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default default, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation, under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxthe Related Parties, or result in the imposition of a penalty on the Company or the Related Parties or other adverse consequence. (b) The Warrant has Purchased Units have been duly authorized and, when issued and sold in accordance with this Agreement, will be validly issued, fully paid and nonassessable non-assessable, with no personal liability attaching to the ownership thereof thereof, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the LLC Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Except as set forth in this the LLC Agreement. Neither , neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares Purchased Units is subject to any preemptive right of stockholders members of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Transaction Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)which it is a party, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note New Notes by the Company and the Warrant, and the issuance, sale and delivery reservation of the Warrant Conversion Shares upon by the exercise of the Warrant, Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles Certificate of Organization Incorporation of the Company, as amended to date (the "“Charter"”) or the By-laws of the Company, as amended to date (the "“By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws”), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party any of its Subsidiaries or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries. (b) The Warrant has New Notes have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with this Agreementits terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in Schedule ●, and all of the issued shares of capital stock of the Company been duly authorized and validly issued and are fully paid and non-assessable; the Conversion Shares initially issuable upon conversion of the New Notes have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the New Notes, will be validly issued, fully paid and nonassessable with no personal liability attaching non-assessable; the issuance of Conversion Shares upon conversion of the New Notes will not be subject to any preemptive or similar rights; and all of the ownership thereof and will be free and clear outstanding securities of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except were issued in compliance with all applicable federal and state securities laws. (d) The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in this Agreementthe Company’s Charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Except as set forth in this Agreement. Neither Schedule ●, (x) no Person owns of record or is known to the issuanceCompany to own beneficially any share of Common Stock, sale (y) no subscription, warrant, option, convertible security, or delivery of the Warrant, nor the issuance other right (contingent or delivery of the Warrant Shares is subject other) to any preemptive right of stockholders purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding and (z) there is no commitment by the Company or any of its Subsidiaries to any right of first refusal issue shares, subscriptions, warrants, options, convertible securities, or other right in favor such rights or to distribute to holders of any person, except of its equity securities any evidence of indebtedness or asset. Except as provided for in the Company ‘s Charter or as set forth in Article VI the attached Schedule ●, neither the Company nor any of this Agreementits Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the attached Schedule ●, to the best of the Company ‘s knowledge there are no voting trusts or agreements, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws. (e) The outstanding shares of Common Stock are listed on the American Stock Exchange and the Conversion Shares into which the New Notes are convertible will have been approved for listing on the American Stock Exchange, subject to notice of issuance, on or before the Closing Date.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement Agreement, the Registration Rights Amendment and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)Restated Stock Restriction Agreement, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale and delivery of the Note Preferred Shares and the Warrant, and the issuance, sale issuance and delivery of the Warrant Conversion Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)amended, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx.any of its subsidiaries. To the best of the Company's knowledge, no provision of the Restated Stock (b) The Warrant has Preferred Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Amendment and the Restated Stock Restriction Agreement. The Warrant Conversion Shares have been duly authorized and reserved for issuance upon exercise conversion of the Warrant, Preferred Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this the Registration Rights Amendment and the Restated Stock Restriction Agreement. Neither the issuance, sale or delivery of the Warrant, Preferred Shares nor the issuance or delivery of the Warrant Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except as set forth in Article VI other than the preemptive rights of this Agreementcertain holders of the outstanding shares of Series A Convertible Preferred Stock, no par value, of the Company (the "Series A Preferred Stock") which preemptive rights have been either exercised or waived by such holders with respect to such issuance, sale and delivery.

Authorization of Agreements, Etc. (a) The execution Seller has all requisite corporate power and authority to execute and deliver this Agreement and all related documents, certificates, instruments and agreements to be delivered at Closing or otherwise in connection with this Agreement (collectively, the "Ancillary Agreements") to which it is a party, and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Seller of this Agreement and the Other Loan Documents (and, with respect Ancillary Agreements to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, which it is a party have been duly authorized by all requisite corporate action on the part of the Seller. Neither the execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which it is a party nor the performance by the Seller of its obligations hereunder and thereunder, will not (i) violate any provision of law, law or any governmental regulation or order of any court or other agency of government (except that is applicable to the issuance of the Warrant Shares may require filings under one Seller or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (ii) violate the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Seller or the Company, (iii) violate any judgment, award or decree applicable to the Seller or the Company, (iv) except as set forth on Schedule 2.02, violate any provision of any note, indenture, agreement agreement, lease or other instrument to which either the Seller or the Company is a party, or by which the Seller or the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their respective properties or assets is boundare bound or affected, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such note, indenture, agreement agreement, lease or other instrument, or (v) result in the creation or imposition of any lienliens, chargepledges, restrictionsecurity interests, claim mortgages, options, restrictions, demands, charges or encumbrance of any nature whatsoever other encumbrances or claims ("Liens") upon any of the properties or assets of the Company or Bartxxx. the Shares, or (bvi) The Warrant has been authorized andresult in any suspension, when issued in accordance with this Agreementrevocation, will be validly issuedimpairment, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear forfeiture or nonrenewal of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise any Governmental Permit of the WarrantCompany, andexcept, when so issuedin the case of clauses (i), will be duly authorized(iii) or (iv) above, validly issuedwhere any such violation, fully paid and nonassessable with no personal liability attaching conflict, breach or default would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the Seller's ability to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by perform its obligations under this Agreement or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery any of the Warrant, nor the issuance or delivery of the Warrant Shares Ancillary Agreements to which it is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreementa party.

Authorization of Agreements, Etc. (a) The Company is not in violation of or default under any provision of its Amended and Restated Articles of Incorporation, or Bylaws, of any provision of any indenture, contract, agreement, mortgage, deed of trust, loan, commitment, judgment, decree, order, or obligation to which it is a party or by which any of its properties or assets are bound, or of any provision of any Federal, state, or local statute, rule, or governmental regulation applicable to the Company. The execution and delivery by the Company of this Agreement and each of the Other Loan Documents (andother agreements, with respect to Bartxxxdocuments, xxe Security Agreement and the Bartxxx Xxxranty)instruments contemplated hereby, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale sale, and delivery of the Note Preferred Stock and the WarrantWarrants, and the issuance, sale issuance and delivery of the Warrant Shares upon the exercise of the WarrantWarrants, have been duly authorized by all requisite corporate action on the part of the Company and its officers, directors, and shareholders and will not violate result in any provision of lawsuch violation, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under any such indentureprovision, agreement require any consent or other instrumentwaiver under any such provision, or result in the creation or imposition of any lien, charge, restriction, claim claim, or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. There is no such provision which materially and adversely affects, or so far as the Company is presently aware, in the future may materially and adversely affect, the condition (financial or Bartxxxotherwise), business, property, prospects, assets, or liabilities of the Company. (b) The Warrant Preferred Stock has been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid paid, and nonassessable. The Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued. The Preferred Stock and the Warrants, when issued in accordance with this Agreement, will be free and clear of all liens, charges, restrictions, claims, and encumbrances imposed by or through the Company, except as reflected on the certificates evidencing the Preferred Stock. The Warrant Shares have been duly and validly reserved for issuance upon exercise of the Warrants, and the Warrant Shares, when so issued, will be duly authorized, validly issued, fully paid, and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims claims, and encumbrances imposed by or through the Company Company, except as set forth in this Agreement. The reflected on the certificates evidencing the Warrants and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementShares. Neither the issuance, sale or sale, and delivery of the Warrant, Preferred Stock and the Warrants nor the issuance or and delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right, right of first refusal refusal, or other right in favor of any person, except as set forth in Article VI of this Agreement.

Authorization of Agreements, Etc. (a) The Company is not in violation of or default under any provision of its Amended and Restated Articles of Incorporation, or Bylaws, of any material provision of any indenture, contract, agreement, mortgage, deed of trust, loan, commitment, judgment, decree, order, or obligation to which it is a party or by which any of its properties or assets are bound, or of any provision of any Federal, state, or local statute, rule, or governmental regulation applicable to the Company. The execution and delivery by the Company of this Agreement and each of the Other Loan Documents (andother agreements, with respect to Bartxxxdocuments, xxe Security Agreement and the Bartxxx Xxxranty)instruments contemplated hereby, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)thereunder, the issuance, sale sale, and delivery of the Note and the WarrantCommon Stock, and the issuance, sale issuance and delivery of the Warrant Shares upon the exercise of the WarrantWarrants, have been duly authorized by all requisite corporate action on the part of the Company and its officers, directors, and shareholders and will not violate result in any provision of lawsuch violation, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of of, or constitute (whether with or without due notice or lapse of time or both) a default under any such indentureprovision, agreement require any consent or other instrumentwaiver under any such provision, or result in the creation or imposition of any lien, charge, restriction, claim claim, or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. There is no such provision which materially and adversely affects, or so far as the Company is presently aware, in the future may materially and adversely affect, the condition (financial or Bartxxxotherwise), business, property, prospects, assets, or liabilities of the Company. (b) The Warrant Common Stock has been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid paid, and nonassessable. The Warrants have been duly authorized and, when issued in accordance with this Agreement, will be validly issued. The Common Stock, when issued in accordance with this Agreement, will be free and clear of all liens, charges, restrictions, claims, and encumbrances imposed by or through the Company, except as reflected on the certificates evidencing the Common Stock. The Warrant Shares have been duly and validly reserved for issuance upon exercise of the Warrants, and the Warrant Shares, when so issued, will be duly authorized, validly issued, fully paid, and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims claims, and encumbrances imposed by or through the Company Company, except as set forth in this Agreement. The reflected on the certificates evidencing the Warrants and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this AgreementShares. Neither the issuance, sale or sale, and delivery of the Warrant, Common Stock nor the issuance or and delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right, right of first refusal refusal, or other similar right in favor of any person, except as set forth in Article VI of this Agreementwhich has not been waived or complied with.