Common use of Compliance with Laws and Other Instruments Clause in Contracts

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources is a party or by which any of Infinity Resources’s properties, assets or rights are bound or affected. To the knowledge of Infinity Resources, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on Bioneutral, the business and operations of Infinity Resources has Bioneutral have been and are being conducted in accordance with all applicable foreign, federal, provincial state and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse EffectEffect on Bioneutral, Infinity Resources Bioneutral is not, and has is not received notice alleging that it isalleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Bioneutral Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Bioneutral is a party or by which any of Infinity Resources’s the Bioneutral’ properties, assets or rights are bound or affected. To the knowledge of Infinity Resources, no No other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Bioneutral is a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Bioneutral is not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of Infinity ResourcesBioneutral, any event or circumstance relating to Infinity Resources Bioneutral that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, Agreement or the Transaction Agreements Documents, or the consummation of the Transactions transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to Bioneutral, any event, occurrence, change, effect or circumstance which, individually or in the aggregate, (a) has a material adverse effect on the business, assets, financial condition, results of operations of Bioneutral, in each case taken as a whole or (b) materially impair the ability of Bioneutral to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which Bioneutral operates.

Compliance with Laws and Other Instruments. Except HDI holds, and at all times has held, all licenses, permits, and authorizations from all Governmental Entities, (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a Material Adverse Effect, the business and operations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalitiesmaterial adverse effect on HDI's Business Condition. There are no permitsviolations or claimed violations known by HDI or the Shareholder of any such license, bonuses, registrations, consents, approvals, authorizations, certificatespermit, or authorization or any waiver such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Agreement by HDI and the Shareholder nor the performance by HDI and the Shareholder of their obligations under this Agreement will, in any material respect, violate any provision of laws or will conflict with, result in the material breach of any of the foregoingterms or conditions of, which are required to be issued or granted by constitute a Governmental Body for the conduct material breach of any of the Business as presently conducted terms or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation conditions of, or (with or without notice or lapse of time or both) in constitute a material default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by any party under, or result in breach ofthe creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or HDI Shares pursuant to, any term or provision of the Organizational HDI Charter Documents or of any agreement (including government contracts), indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement franchise, license, permit, lease or other material agreement, lease, license or other instrument, commitment, obligation or arrangement instrument of any kind to which Infinity Resources HDI is a party or by which HDI or any of Infinity Resources’s properties, its assets or rights are is bound or affected. To the knowledge No consent, approval, order or authorization of Infinity Resourcesor registration, no other party to declaration or filing with or exemption (collectively "CONSENTS") by, any material contractcourt, agreement, lease, license, commitment, instrument administrative agency or commission or other obligation governmental authority or instrumentality, whether domestic or foreign (each a "GOVERNMENTAL ENTITY") is required by or with respect to which Infinity Resources is a party is (HDI in connection with or without notice or lapse the execution and delivery of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements by HDI or the consummation by HDI of the Transactions transactions contemplated hereby hereby, except for the filing of the appropriate Merger Documents with the Secretary of State of the state of Colorado and except for such other Consents and for such other Consents, which if not obtained or therebymade would not have a material adverse effect on HDI's Business Condition.

Compliance with Laws and Other Instruments. Except as The LLC holds, and at all times has held, all licenses, permits, and authorizations from all Governmental Entities, necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a Material Adverse Effect, material adverse effect on the business and operations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalitiesLLC's Business Condition. There are no permitsviolations or claimed violations known by the LLC of any such license, bonuses, registrations, consents, approvals, authorizations, certificatespermit, or authorization or any waiver such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Agreement by the LLC nor the performance by the LLC of its obligations under this Agreement will, in any material respect, violate any provision of laws or will conflict with, result in the material breach of any of the foregoingterms or conditions of, which are required to be issued or granted by constitute a Governmental Body for the conduct material breach of any of the Business as presently conducted terms or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation conditions of, or (with or without notice or lapse of time or both) in constitute a material default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by any party under, or result in breach ofthe creation of any lien, charge, encumbrance, or restriction upon any of the properties, limited liability company interests, or assets, pursuant to, any term or provision of the Organizational LLC Charter Documents or of any agreement (including government contracts), indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement franchise, license, permit, lease or other material agreement, lease, license or other instrument, commitment, obligation or arrangement instrument of any kind to which Infinity Resources the LLC is a party or by which the LLC or any of Infinity Resources’s properties, its assets or rights are is bound or affected. To the knowledge of Infinity Resources, no other party to No Consent by any material contract, agreement, lease, license, commitment, instrument Governmental Entity is required by or other obligation to which Infinity Resources is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or character, nor is there, respect to the knowledge LLC in connection with the execution and delivery of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and by the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements LLC or the consummation by the LLC of the Transactions contemplated hereby Mergers, except for the filing of the appropriate Merger Documents with the Secretary of State of the state of Colorado and except for such other Consents and for such other Consents, which if not obtained or therebymade would not have a material adverse effect on the LLC's Business Condition.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Powertech has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Powertech Except as would not have a Material Adverse Effect, Infinity Resources Powertech is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Powertech is a party or by which any of Infinity ResourcesPowertech’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesPowertech, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Powertech is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Powertech is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesPowertech, any event or circumstance relating to Infinity Resources Powertech that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Powertech from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except DMI holds, and at all times has held, all licenses, permits, and authorizations from all Governmental Entities, (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a Material Adverse Effect, the business and operations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalitiesmaterial adverse effect on DMI's Business Condition. There are no permitsviolations or claimed violations known by DMI or the Shareholder of any such license, bonuses, registrations, consents, approvals, authorizations, certificatespermit, or authorization or any waiver such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Agreement by DMI and the Shareholder nor the performance by DMI and the Shareholder of their obligations under this Agreement will, in any material respect, violate any provision of laws or will conflict with, result in the material breach of any of the foregoingterms or conditions of, which are required to be issued or granted by constitute a Governmental Body for the conduct material breach of any of the Business as presently conducted terms or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation conditions of, or (with or without notice or lapse of time or both) in constitute a material default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by any party under, or result in breach ofthe creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or DMI Shares pursuant to, any term or provision of the Organizational DMI Charter Documents or of any agreement (including government contracts), indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement franchise, license, permit, lease or other material agreement, lease, license or other instrument, commitment, obligation or arrangement instrument of any kind to which Infinity Resources DMI is a party or by which DMI or any of Infinity Resources’s properties, its assets or rights are is bound or affected. To No Consent by any Governmental Entity is required by or with respect to DMI in connection with the knowledge execution and delivery of Infinity Resources, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements by DMI or the consummation by DMI of the Transactions contemplated hereby Mergers, except for the filing of the appropriate Merger Documents with the Secretary of State of the state of Colorado and except for such other Consents, which if not obtained or therebymade would not have a material adverse effect on DMI's Business Condition.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Jebe Production has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesJebe Production. Except as would not have a Material Adverse Effect, Infinity Resources Jebe Production is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Jebe Production is a party or by which any of Infinity ResourcesJebe Production’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesJebe Production, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Jebe Production is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Jebe Production is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesJebe Production, any event or circumstance relating to Infinity Resources Jebe Production that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Jebe Production from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except The Company is in compliance with all of the provisions of its Articles of Incorporation and By-Laws and, in all material respects, with each judgment, decree, judicial order, statute, and regulation by which it is bound or to which it or any of its properties is subject, and is otherwise in compliance in all material respects with the provisions of each mortgage, indenture, lease, license, other agreement or instrument to which it is party or to which any of its material assets is subject. The Company has never materially violated, and is presently in all material respects in compliance with, all federal, state, and local environmental and health and safety laws, rules, regulations, ordinances, and by-laws applicable to its business and properties. To the Knowledge of the Company, there is no contamination of any real property leased or operated by the Company that could reasonably be expected to subject the Company to liability under any environmental laws or regulations. Neither the Company nor any director, officer, key employee or shareholder of the Company in his or her capacity as such, is, to the Knowledge of the Company, in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency, which default would not reasonably be expected to have a Material Adverse Effect. Subject to receipt of the shareholder approvals contemplated by the "Effective Date" provisions of the Alliance Agreement, neither the execution, delivery or performance of the Transaction Documents, including, without limitation, the business offer, issuance or delivery of the Preferred Shares and operations the Conversion Shares, requires the consent or approval of Infinity Resources has been and are being conducted in accordance any Person or, with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards or without the giving of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificatesnotice or passage of time, or both, will violate, or result in any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation breach of, or (with or without notice or lapse of time or both) in constitute a default under, or result in breach of, the imposition of any term or encumbrance upon any asset of the Company pursuant to any provision of the Organizational Documents its Articles of Incorporation or By-Laws, or of any indenturestatute, loan rule or credit agreementregulation, note, deed of trust, mortgage, security agreement or other material agreementcontract, lease, license judgment, order, decree or other instrument, commitment, obligation document or arrangement instrument (other than the Transaction Documents) by which the Company is bound or to which Infinity Resources is a party the Company or by which any of Infinity Resources’s propertiesits material properties are subject, assets or rights are bound or affected. To will cause the knowledge of Infinity Resources, no other party Company to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources is a party is (with or without notice or lapse of time or both) in default thereunder or in breach lose the benefit of any term thereof. Infinity Resources is not subject to any obligation right or restriction of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or therebyprivilege it presently enjoys.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources UWMC has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. UWMC Except as would not have a Material Adverse Effect, Infinity Resources UWMC is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources UWMC is a party or by which any of Infinity ResourcesUWMC’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesUWMC, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources UWMC is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources UWMC is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesUWMC, any event or circumstance relating to Infinity Resources UWMC that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources UWMC from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has SYCI have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesSYCI. Except as would not have a Material Adverse Effect, Infinity Resources SYCI is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources SYCI is a party or by which any of Infinity Resources’s SYCI's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesSYCI, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources SYCI is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources SYCI is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesSYCI, any event or circumstance relating to Infinity Resources SYCI that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources SYCI from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except To the knowledge of each of Bidhit and Sub, Bidhit and Sub hold, and at all times has held, all licenses, permits, and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a Material Adverse Effect, the business and operations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalitiesmaterial adverse effect on Bidhit's Business Condition. There are no permitsviolations or claimed violations known by Bidhit or Sub of any such license, bonuses, registrations, consents, approvals, authorizations, certificatespermit, or authorization or any waiver such statute, law, ordinance, rule, or regulation. To the knowledge of Bidhit or Sub, neither the execution and delivery of this Agreement by Bidhit or Sub, nor the performance by Bidhit or Sub of their obligations under this Agreement will violate any provision of law, will conflict with, result in the breach of any of the foregoingterms or conditions of, which are required to be issued or granted by constitute a Governmental Body for the conduct breach of any of the Business as presently conducted terms or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, in violation conditions of, or (with or without notice or lapse of time or both) in constitute a default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by any party under, or result in breach ofthe creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or Bidhit Shares pursuant to, any term or provision of the Organizational Governing Documents or of any agreement (including government contracts), indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement franchise, license, permit, lease or other material agreement, lease, license or other instrument, commitment, obligation or arrangement instrument of any kind to which Infinity Resources Bidhit is a party or by which Bidhit or any of Infinity Resources’s properties, its assets or rights are is bound or affected, except where such violation, conflict, breach, default, acceleration, termination, renegotiation, termination, consent, approval, waiver, lien, charge, encumbrance, or restriction would not have a material adverse effect on Bidhit's Business Condition or on the ability of the parties to consummate the transactions contemplated by this Agreement. To the knowledge No consent, approval, order or authorization of Infinity Resourcesor registration, no other party to declaration or filing with or exemption (collectively "Governmental Consents") by, any material contractcourt, agreement, lease, license, commitment, instrument administrative agency or commission or other obligation governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to which Infinity Resources is a party is (Bidhit or Sub in connection with or without notice or lapse the execution and delivery of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements by Bidhit or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements Sub or the consummation by Bidhit or Sub of the Transactions transactions contemplated hereby hereby, except for the filing of the appropriate Merger Document with the Secretary of State of Delaware and except for such other Governmental Consents, which if not obtained or therebymade would not have a material adverse effect on Bidhit's Business Condition.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on SSD, the business and operations of Infinity Resources has SSD have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of SSD as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesSSD. Except as would not have a Material Adverse Effect, Infinity Resources SSD is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources SSD is a party or by which any of Infinity Resources’s SSD's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesSSD, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources SSD is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources SSD is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesSSD, any event or circumstance relating to Infinity Resources SSD that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources SSD from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has FOI have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of FOI as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesFOI. Except as would not have a Material Adverse Effect, Infinity Resources FOI is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources FOI is a party or by which any of Infinity Resources’s FOI's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesFOI, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources FOI is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources FOI is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesFOI, any event or circumstance relating to Infinity Resources FOI that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources FOI from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Peak Equity has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Peak Equity Except as would not have a Material Adverse Effect, Infinity Resources Peak Equity is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Peak Equity is a party or by which any of Infinity ResourcesPeak Equity’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesPeak Equity, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Peak Equity is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Peak Equity is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesPeak Equity, any event or circumstance relating to Infinity Resources Peak Equity that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Peak Equity from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, Neither the business and operations Company nor any of Infinity Resources has been and are being conducted its subsidiaries is in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards violation of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is notdefault under, and from December 31, 2014 through the Issue Date has not received notice alleging that it isany notices of violation or default with respect to, in violation of(A) any provisions of its certificate of incorporation, bylaws or other organizational documents, (B) any instrument, judgment, order, writ or decree of any court or governmental authority applicable to the Company or any of its subsidiaries, or (with or without notice or lapse of time or bothC) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trustindenture, mortgage, security agreement lease, agreement, instrument or other material agreement, lease, license or other instrument, commitment, obligation or arrangement contract to which Infinity Resources it is a party or by which it is bound, except in the case of clauses (B) and (C) for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of Infinity Resourcesits subsidiaries is in violation of, and the operation of the Company’s propertiesand its subsidiaries’ businesses as now conducted does not violate, assets any provision of any federal, state, local or rights are bound foreign law, statute, rule or affectedregulation applicable to the Company or its subsidiaries, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect. To The execution, delivery and performance of this Warrant and the knowledge Registration Rights Agreement by the Company and the offer, sale and issuance of Infinity Resourcesthis Warrant and the issuance of the Warrant Shares upon exercise hereof do not and will not conflict with, no result in a violation of or default under (with or without the passage of time and/or the giving of notice), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, (1) any provisions of the Company’s or any of its subsidiaries’ certificate of incorporation, bylaws or other party organizational documents, (2) any instrument, judgment, order, writ or decree of any court or governmental authority applicable to the Company or any material contractof its subsidiaries, agreementor (3) any note, indenture, mortgage, lease, license, commitmentagreement, instrument or other obligation contract to which Infinity Resources the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, except in the case of clauses (with 2) and (3) for such violations or without notice or lapse of time or both) in default thereunder defaults as would not, individually or in breach of any term thereof. Infinity Resources is not subject to any obligation or restriction of any kind or characterthe aggregate, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or therebyhave a Material Adverse Effect.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on WOD, to its knowledge, the business and operations of Infinity Resources has WOD have been and are being conducted in accordance with all applicable foreign, federal, provincial state and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required instrumentalities applicable to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resourcesit. Except as would not have a Material Adverse EffectEffect on WOD, Infinity Resources not, and is not, and has not received notice alleging that it isto its knowledge alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational WOD Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources WOD is a party or by which any of Infinity Resources’s WOD' properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesWOD, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources is any of WOD are a party is are (with or without notice or lapse of time or both) in material default thereunder or in material breach of any term thereof. Infinity Resources To the knowledge of WOD, WOD is not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of Infinity ResourcesWOD, any event or circumstance relating to Infinity Resources WOD that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement, the Transaction Agreements Agreement or the consummation of the Transactions transactions contemplated hereby or thereby. "Material Adverse Effect" means, when used with respect to WOD, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of WOD, in each case taken as a whole or (b) materially impair the ability of WOD to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which WOD operate.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Gold Shiny has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Gold Shiny Except as would not have a Material Adverse Effect, Infinity Resources Gold Shiny is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Gold Shiny is a party or by which any of Infinity ResourcesGold Shiny’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesGold Shiny, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Gold Shiny is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Gold Shiny is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesGold Shiny, any event or circumstance relating to Infinity Resources Gold Shiny that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Gold Shiny from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has XGN have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of XGN as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesXGN. Except as would not have a Material Adverse Effect, Infinity Resources XGN is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources XGN is a party or by which any of Infinity Resources’s XGN's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesXGN, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources XGN is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources XGN is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesXGN, any event or circumstance relating to Infinity Resources XGN that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources XGN from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Massive Treasure has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Massive Treasure Except as would not have a Material Adverse Effect, Infinity Resources Massive Treasure is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Massive Treasure is a party or by which any of Infinity ResourcesMassive Treasure’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesMassive Treasure, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Massive Treasure is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Massive Treasure is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesMassive Treasure, any event or circumstance relating to Infinity Resources Massive Treasure that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Massive Treasure from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources SHV Corp. has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. SHV Corp. Except as would not have a Material Adverse Effect, Infinity Resources SHV Corp. is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources SHV Corp. is a party or by which any of Infinity ResourcesSHV Corp.’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesSHV Corp., no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources SHV Corp. is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources SHV Corp. is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesSHV Corp., any event or circumstance relating to Infinity Resources SHV Corp. that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources SHV Corp. from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has SLB have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of SLB as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesSLB. Except as would not have a Material Adverse Effect, Infinity Resources SLB is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources SLB is a party or by which any of Infinity Resources’s SLB's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesSLB, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources SLB is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources SLB is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesSLB, any event or circumstance relating to Infinity Resources SLB that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources SLB from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has been NewPower have been, and are being being, conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesNewPower. Except as would not have a Material Adverse Effect, Infinity Resources NewPower is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources NewPower is a party or by which any of Infinity Resources’s NewPower's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesNewPower, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources NewPower is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources NewPower is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesNewPower, any event or circumstance relating to Infinity Resources NewPower that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources NewPower from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources GSL Healthcare has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. GSL Healthcare Except as would not have a Material Adverse Effect, Infinity Resources GSL Healthcare is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources GSL Healthcare is a party or by which any of Infinity ResourcesGSL Healthcare’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesGSL Healthcare, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources GSL Healthcare is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources GSL Healthcare is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesGSL Healthcare, any event or circumstance relating to Infinity Resources GSL Healthcare that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources GSL Healthcare from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEach Seller Party has complied with, the business and operations of Infinity Resources has been and are being conducted is in accordance with compliance with, all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable rules, regulations, ordinances, orders, injunctionsjudgments and decrees now or heretofore applicable to its business, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalitiesproperties or operations as presently or heretofore conducted. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver None of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources Seller Parties is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of under the Organizational Documents or terms of any indenturematerial outstanding contract, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement under its articles of association, articles of incorporation or bylaws, nor has any event occurred which, with or without the passage of time, may be or become an event of default, and neither the ownership nor use of the properties of the Seller Parties, nor the conduct of the business of any Seller Party conflicts with the rights of any other person, firm or corporation or violates, or with or without the giving of notice or the passage of time, or both, will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of its articles of association, articles of incorporation or bylaws as presently in effect, or any material lien, encumbrance, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation, or any order, judgment or decree to which Infinity Resources either Seller Party is a party or by which any of Infinity Resources’s properties, assets or rights are it may be bound or affected. To the knowledge Except as set forth on Schedule 5(l), Seller is not aware of Infinity Resourcesany proposed laws, no other party to any material contractrules, agreementregulations, leaseordinances, licenseorders, commitmentjudgments, instrument decrees, governmental takings, condemnations or other obligation proceedings which would be applicable to the business, operations or properties of the Seller Parties and which Infinity Resources is a party is (with might adversely affect the properties, assets, liabilities, operations or without notice or lapse of time or both) in default thereunder or in breach prospects of any term thereof. Infinity Resources is not subject to any obligation Seller Party, whether before or restriction of any kind or character, nor is there, to after the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or therebyClosing.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Jade Affiliated has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesJade Affiliated. Except as would not have a Material Adverse Effect, Infinity Resources Jade Affiliated is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Jade Affiliated is a party or by which any of Infinity ResourcesJade Affiliated’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesJade Affiliated, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Jade Affiliated is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Jade Affiliated is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesJade Affiliated, any event or circumstance relating to Infinity Resources Jade Affiliated that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Jade Affiliated from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as (a) Company holds, and at all times has held, all licenses, permits, and authorizations from all Governmental Entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a Material Adverse Effectmaterial adverse effect on Company's Business Condition. To Company's Knowledge, there are and for the business and operations past three years there have been no material violations or claimed material violations of Infinity Resources has been and are being conducted in accordance with all applicable foreign, any federal, provincial state or local license, permit, or authorization or any statute, law, ordinance, judgment, decree, rule or regulation applicable to Company. Subject to the satisfaction of the conditions set forth in Section 8, neither the execution and local laws, rules and regulations delivery of this Agreement and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver other agreements contemplated hereby by Company nor the consummation of the foregoing, which are required to be issued transactions contemplated hereby and thereby will conflict with or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources is not, and has not received notice alleging that it is, result in any violation of, or default (with or without notice or lapse of time time, or both) in default under, or in breach ofgive rise to a right of termination, cancellation, or acceleration of any term material obligation or to loss of a material benefit under, or the creation of a lien, pledge, security interest, charge, or other encumbrance on the assets or contracts of Company or the Company Shares (any such conflict, violation, default, right, loss or creation being referred to herein as a "VIOLATION") pursuant to, (i) any provision of the Organizational Charter Documents of Company or of the comparable governing instruments, or (ii) any indenture, loan or credit agreement, note, deed of trustbond, mortgage, security agreement or other material agreementindenture, contract, lease, license or other agreement or instrument, commitmentpermit, obligation or arrangement to which Infinity Resources is a party or by which any of Infinity Resources’s propertiesconcession, assets or rights are bound or affected. To the knowledge of Infinity Resources, no other party to any material contract, agreement, leasefranchise, license, commitmentOrder, instrument statute, law, ordinance, rule or regulation applicable to Company or its respective properties or assets, other obligation to than, in the case of (ii), any such Violation which Infinity Resources is a party is (with or without notice or lapse of time or both) in default thereunder individually or in breach the aggregate would not have a material adverse effect on the Business Condition of Company. (b) No Consent by any term thereof. Infinity Resources Governmental Entity is not subject required by or with respect to any obligation or restriction Company in connection with the execution and delivery of any kind or character, nor is there, to the knowledge of Infinity Resources, any event or circumstance relating to Infinity Resources that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements other agreements contemplated hereby by Company or the consummation by Company of the Transactions transactions contemplated hereby or therebyhereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Edible Garden has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business as presently conducted or the ownership of the assets of Infinity ResourcesEdible Garden. Except as would not have a Material Adverse Effect, Infinity Resources Edible Garden is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Edible Garden is a party or by which any of Infinity ResourcesEdible Garden’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesEdible Garden, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Edible Garden is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Edible Garden is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesEdible Garden, any event or circumstance relating to Infinity Resources Edible Garden that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Edible Garden from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources AZATEL has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesAZATEL. Except as would not have a Material Adverse Effect, Infinity Resources AZATEL is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources AZATEL is a party or by which any of Infinity Resources’s AZATEL's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesAZATEL, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources AZATEL is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources AZATEL is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesAZATEL, any event or circumstance relating to Infinity Resources AZATEL that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources AZATEL from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources The Pulse Network has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesThe Pulse Network. Except as would not have a Material Adverse Effect, Infinity Resources The Pulse Network is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources The Pulse Network is a party or by which any of Infinity ResourcesThe Pulse Network’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesThe Pulse Network, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources The Pulse Network is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources The Pulse Network is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesThe Pulse Network, any event or circumstance relating to Infinity Resources The Pulse Network that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources The Pulse Network from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has FTZ have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of FTZ as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesFTZ. Except as would not have a Material Adverse Effect, Infinity Resources FTZ is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources FTZ is a party or by which any of Infinity Resources’s FTZ's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesFTZ, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources FTZ is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources FTZ is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesFTZ, any event or circumstance relating to Infinity Resources FTZ that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources FTZ from entering into this Agreement and the Transaction Agreements Transactional Documents or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements Transactional Documents or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources Ever Harvest has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Ever Harvest Except as would not have a Material Adverse Effect, Infinity Resources Ever Harvest is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources Ever Harvest is a party or by which any of Infinity ResourcesEver Harvest’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesEver Harvest, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources Ever Harvest is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources Ever Harvest is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesEver Harvest, any event or circumstance relating to Infinity Resources Ever Harvest that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources Ever Harvest from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has TGD have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business business of TGD as presently conducted (the "Business") or the ownership of the assets of Infinity ResourcesTGD. Except as would not have a Material Adverse Effect, Infinity Resources TGD is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources TGD is a party or by which any of Infinity Resources’s TGD's properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesTGD, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources TGD is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources TGD is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesTGD, any event or circumstance relating to Infinity Resources TGD that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources TGD from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has HSET have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity ResourcesHSET. Except as would not have a Material Adverse Effect, Infinity Resources HSET is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources HSET is a party or by which any of Infinity ResourcesHSET’s properties, assets or rights are bound or affected. To the knowledge of Infinity ResourcesHSET, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources HSET is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources HSET is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity ResourcesHSET, any event or circumstance relating to Infinity Resources HSET that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources HSET from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of Infinity Resources has the Belfrics Entities have been and are being conducted in accordance with all applicable foreign, federal, provincial state and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Infinity Resources. Except as would not have a Material Adverse Effect, Infinity Resources The Belfrics Entities is not, and has is not received notice alleging that it isalleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Infinity Resources the Belfrics Entities is a party or by which any of Infinity Resources’s the Belfrics Entities’ properties, assets or rights are bound or affected. To the knowledge of Infinity Resourcesthe Belfrics Entities, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Infinity Resources the Belfrics Entities is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Infinity Resources is The Belfrics Entities are not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Infinity Resourcesthe Belfrics Entities, any event or circumstance relating to Infinity Resources the Belfrics Entities that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Infinity Resources the Belfrics Entities from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements Agreement or the consummation of the Transactions transactions contemplated hereby or thereby.