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

Compliance with Laws and Other Instruments. The business and operations of Sibling and the Subsidiaries have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of Sibling (as defined in Section 3.10). The execution, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiaries, or any of Sibling’s or the Subsidiaries’ properties is bound or affected, except as would not have a material adverse effect on the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affected.

Compliance with Laws and Other Instruments. The Except as would not have a Material Adverse Effect, the business and operations of Sibling and the Subsidiaries have Underlying Asset has been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s 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 Subsidiaries’ properties ownership of the Key Assets. The Underlying Asset is bound or affectednot, except as would and has not have a material adverse effect on the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are the Underlying Asset is a party or by which Sibling or any of its Subsidiaries the properties, assets or rights of the Underlying Asset are bound or affected. To the knowledge of the Seller and or Underlying Asset, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Underlying Asset is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Underlying Asset is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Seller or Underlying Asset, any event or circumstance relating to the Seller or the Shareholders that materially and adversely affects in any way the business, properties, assets or prospects of the Underlying Assets or that prohibits the Seller or the Shareholders 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. The business and ------------------------------------------ operations of Sibling and the Subsidiaries Company have been and are being conducted in compliance in all material respects accordance with all applicable federal, state and local laws, rules and regulations, except for such violations thereof for which to the penaltiesextent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the Condition of Sibling (as defined in Section 3.10)Company. The execution, delivery and performance by Sibling and the Subsidiaries Company of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require from the Board or stockholders of the Company any consent or approval that has not been validly and lawfully obtained, (b) will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration withwith any domestic or, any to best of the Company's knowledge, foreign, court or governmental department, commission, board, bureau, agency or instrumentalityinstrumentality of government, except such as shall have been lawfully and validly obtained prior to Closing the Closing, (bc) will not cause Sibling or the Subsidiaries Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any courtaward, or (iv) any provision of each respective corporation’s articles the Amended and Restated Certificate of incorporation Incorporation or bylaws Amended and Restated Bylaws of the Company, (cd) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement agreement, lease or contract instrument, commitment or arrangement to which Sibling or the Subsidiaries are Company is a party or by which Sibling, the Subsidiaries, Company or any of Sibling’s its properties, assets or the Subsidiaries’ properties rights is bound or affected, except as which in any such case would not have a material adverse effect Material Adverse Effect on the Condition of Sibling Company, and (de) will not result in the creation or imposition of any Lien upon any property or asset Lien, other than Liens in favor of Siblingthe Investor. Sibling and its Subsidiaries are The Company is not in violation of, or (with or without notice or lapse of time, time or both) in default under, any term or provision of each respective corporation’s articles its Amended and Restated Certificate of incorporation Incorporation or bylaws Amended and Restated Bylaws or of any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease or instrument other instrument, commitment or arrangement to which Sibling or its Subsidiaries are the Company is a party or by which Sibling or any of its Subsidiaries are the Company's properties, assets or rights is bound or affected, which in any such case would have a Material Adverse Effect on the Company. The Company is not subject to any restriction of any kind or character which prohibits the Company from entering into this Agreement or would prevent its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The business and operations of Sibling and the Subsidiaries Company have been and are being conducted in compliance in all material respects accordance with all applicable federal, state and local laws, rules and regulations, except for such violations thereof for which to the penaltiesextent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the Condition of Sibling (as defined in Section 3.10)Company. The execution, execution and delivery and performance by Sibling the Company of this Agreement and the Subsidiaries Registration Rights Agreement and the performance of this Agreement and the Registration Rights Agreement and the terms of the Acquisition Documents and Certificate (a) will not require from the consummation by Sibling and the Subsidiaries Board or stockholders of the transactions contemplated by this Agreement Company any consent or approval that has not been validly and lawfully obtained (aexcept to the extent that additional Board action may be required to effect a Securities Act registration), (b) will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration with, with any court or governmental department, commission, board, bureau, agency or instrumentalityinstrumentality of government, except such as shall have been lawfully and validly obtained prior to the Closing (bexcept for filing a Form D with the Commission within 15 days of the Closing Date and proceedings under the Securities Act or state blue sky laws to register Common Stock under the Securities Act), (c) will not cause Sibling or the Subsidiaries Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any courtaward, or (iv) any provision of each respective corporation’s articles the Articles of incorporation Incorporation or bylaws Bylaws of the Company, (cd) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement agreement, lease or contract instrument, commitment or arrangement to which Sibling or the Subsidiaries are Company is a party or by which Sibling, the Subsidiaries, Company or any of Sibling’s its properties, assets or the Subsidiaries’ properties rights is bound or affected, except as to the extent that such violation, conflict breach or default would not (individually or in the aggregate) have a material adverse effect on the Condition of Sibling Material Adverse Effect and (de) will not result in the creation or imposition of any Lien upon any property or asset of SiblingLien. Sibling and its Subsidiaries are The Company is not in material violation of, or (with or without notice or lapse of time, time or both) in default under, any term or provision of each respective corporation’s articles its Articles of incorporation Incorporation or bylaws Bylaws or of any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement oror other agreement, except as would not materially and adversely affect the Condition of Siblinglease or other instrument, commitment or any other material agreement or instrument arrangement to which Sibling or its Subsidiaries are the Company is a party or by which Sibling or any of its Subsidiaries are the Company's properties, assets or rights is bound or affected. The Company is not subject to any restriction of any kind or character which has or may have a Material Adverse Effect on the Company or which prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Registration Rights Agreement or the Certificate or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The business and operations Except as set forth in Section 3.5 of Sibling and the VCI Disclosure Schedule, neither VCI nor any of its Subsidiaries have been and are being conducted is in compliance in all material respects with all applicable lawsviolation or default (a) of any provision of its Certificate of Incorporation or Bylaws or Certificate of Formation or limited liability company agreement (as the case may be), rules and regulationsor of any instrument, judgment, order, writ or decree, or (b) except for when any such violations thereof for which the penalties, in the aggregate, violation or default would not reasonably be expected to have a material adverse effect Material Adverse Effect, of any lease, license, permit, contract or other arrangement to which it is a party or by which it is bound, of any copyright laws with respect to its use and posting of information on the Condition its website or of Sibling (as defined in Section 3.10)any other provision of any federal or state statute, rule or regulation applicable to VCI or any of its Subsidiaries. The execution, delivery and performance by Sibling VCI of this Agreement and the Subsidiaries of the Acquisition Documents agreements provided for herein, and the consummation by Sibling and the Subsidiaries VCI of the transactions contemplated by this Agreement hereby and thereby, do not and will not, with or without the giving of notice or the passage of time or both, (a) will not require violate the provisions of any authorizationlaw, consent rule or approval ofregulation applicable to VCI (assuming compliance with the requirements of the HSR Act), or filing or registration with, any court or governmental agency or instrumentality, except such as shall and which would reasonably be expected to have been obtained prior to Closing a Material Adverse Effect; (b) will not cause Sibling violate the provisions of the Certificate of Incorporation or Bylaws or Certificate of Formation or limited liability company agreement (as the Subsidiaries to case may be) of VCI or any of its Subsidiaries; (c) violate any judgment, decree, order or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree award of any court, governmental body or arbitrator applicable to VCI; (ivd) any provision except as set forth in Section 3.5 of each respective corporation’s articles of incorporation or bylaws the VCI Disclosure Schedule, (c) will not violate or be in conflict with, contravene, constitute a default or breach of, result in a breach of or constitute (with or without notice or lapse of timean acceleration of, or both) a default under create in any material indentureparty the right to accelerate, loan terminate, modify or credit agreementcancel, deed of trustor require any notice, mortgageconsent or waiver under, security agreement any instrument, judgment, order, writ, decree, lease, license, permit, contract, lease, or other agreement or contract other arrangement to which Sibling VCI or the any of its Subsidiaries are is a party or by which Sibling, the Subsidiaries, VCI or any of Sibling’s or the Subsidiaries’ properties Subsidiaries is bound or affected, except as to which its assets are subject and which would not reasonably be expected to have a material adverse effect on the Condition of Sibling and Material Adverse Effect; or (de) will not result constitute an event that results in the creation or imposition of any Lien lien, charge or encumbrance upon any property or asset assets of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling VCI or any of its Subsidiaries are bound or affectedthe suspension, revocation, impairment, forfeiture, or nonrenewal of any permit, license, authorization, or approval applicable to VCI or any of its Subsidiaries, their businesses or operations or any of their assets or properties and which would reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Other Instruments. The 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 and operations of Sibling and the Subsidiaries have been and are being conducted in compliance in all material respects with pursuant to all applicable statutes, laws, rules ordinances, rules, and regulationsregulations of all such authorities having jurisdiction over it or any part of its operations, except for excepting, however, when such violations thereof for which the penalties, in the aggregate, failure to hold would not have a material adverse effect on DMI's Business Condition. There are no violations or claimed violations known by DMI or the Condition Shareholder of Sibling (as defined in Section 3.10)any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. The execution, Neither the execution and delivery of this Agreement by DMI and the Shareholder nor the performance by Sibling DMI and the Subsidiaries Shareholder of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by their obligations under this Agreement (a) will not require will, in any authorizationmaterial respect, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule laws or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a the material breach of any of the terms or conditions of, constitute (with a material breach of any of the terms or without notice or lapse of timeconditions of, constitute a material default under, permit any party to accelerate any right under, renegotiate, or both) a default under terminate, require consent, approval, or waiver by any material party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or DMI Shares pursuant to, any of the DMI Charter Documents or any agreement (including government contracts), indenture, loan or credit agreement, deed of trust, mortgage, security agreement franchise, license, permit, lease or other agreement or contract instrument of any kind to which Sibling or the Subsidiaries are DMI is a party or by which Sibling, the Subsidiaries, DMI or any of Sibling’s or the Subsidiaries’ properties its assets is bound or affected. No Consent by any Governmental Entity is required by or with respect to DMI in connection with the execution and delivery of this Agreement by DMI or the consummation by DMI of the Mergers, except as 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 made would not have a material adverse effect on the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affectedDMI's Business Condition.

Compliance with Laws and Other Instruments. The 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 and operations of Sibling and the Subsidiaries have been and are being conducted in compliance in all material respects with pursuant to all applicable statutes, laws, ordinances, rules and regulationsregulations of all such authorities having jurisdiction over it or any part of its operations, except for excepting, however, when such violations thereof for which the penalties, in the aggregate, failure to hold would not have a material adverse effect on HDI's Business Condition. There are no violations or claimed violations known by HDI or the Condition Shareholder of Sibling (as defined in Section 3.10)any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. The execution, Neither the execution and delivery of this Agreement by HDI and the Shareholder nor the performance by Sibling HDI and the Subsidiaries Shareholder of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by their obligations under this Agreement (a) will not require will, in any authorizationmaterial respect, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule laws or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a the material breach of any of the terms or conditions of, constitute (with a material breach of any of the terms or without notice or lapse of timeconditions of, constitute a material default under, permit any party to accelerate any right under, renegotiate, or both) a default under terminate, require consent, approval, or waiver by any material party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or HDI Shares pursuant to, any of the HDI Charter Documents or any agreement (including government contracts), indenture, loan or credit agreement, deed of trust, mortgage, security agreement franchise, license, permit, lease or other agreement or contract instrument of any kind to which Sibling or the Subsidiaries are HDI is a party or by which Sibling, the Subsidiaries, HDI or any of Sibling’s or the Subsidiaries’ properties its assets is bound or affected. No consent, approval, order or authorization of or registration, declaration or filing with or exemption (collectively "CONSENTS") by, any court, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign (each a "GOVERNMENTAL ENTITY") is required by or with respect to HDI in connection with the execution and delivery of this Agreement by HDI or the consummation by HDI of the transactions contemplated hereby, except as 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 made would not have a material adverse effect on the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affectedHDI's Business Condition.

Compliance with Laws and Other Instruments. The business CHI holds, and operations of Sibling at all times has held, all licenses, permits, and the Subsidiaries have been and are being conducted in compliance in authorizations from all material respects with all applicable lawsGovernmental Entities, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of Sibling (as defined in Section 3.10)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. The executionThere are no violations or claimed violations known by CHI of any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. Neither the execution and delivery and of this Agreement by CHI nor the performance by Sibling and the Subsidiaries CHI of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by its obligations under this Agreement (a) will not require will, in any authorizationmaterial respect, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule laws or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a the material breach of any of the terms or conditions of, constitute (with or without notice or lapse of timea material default under, permit any party to accelerate any right under, renegotiate, or both) a default under terminate, require consent, approval, or waiver by any material party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of CHI pursuant to, any of the Charter Documents or any agreement (including, without limitation, government contracts), promissory notes, indenture, loan or credit agreement, deed of trust, mortgage, security agreement franchise, license, permit, lease or other agreement or contract instrument of any kind to which Sibling or the Subsidiaries are CHI is a party or by which Sibling, the Subsidiaries, CHI or any of Sibling’s or the Subsidiaries’ properties its assets is bound or affected. No consent, approval, order or authorization of or registration, declaration or filing with or exemption by or notice to (collectively "Consents"), any court, administrative agency, commission or other governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") or other third-party is required by or with respect to CHI in connection with the execution and delivery of this Agreement by CHI or the consummation by CHI of the transactions contemplated hereby, except as for (i) the approval of the Board of Directors to the Name Change which has already been obtained, the share issuances contemplated by this Agreement, and the filing of the appropriate documents with the Secretary of State of the State of Nevada, FINRA, and other regulatory authorities, and (ii) except for such other Consents, which if not obtained or made would not have a material adverse effect on affect CHI's ability to close the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affectedTransaction.

Compliance with Laws and Other Instruments. The business CPI holds, and operations of Sibling at all times has held, all licenses, permits, and the Subsidiaries have been and are being conducted in compliance in authorizations from all material respects with all applicable lawsGovernmental Bodies, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of Sibling (as defined in Section 3.10)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. The executionThere are no violations or claimed violations known by CPI of any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. Neither the execution and delivery and of this Agreement by CPI nor the performance by Sibling and the Subsidiaries CPI of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by its obligations under this Agreement (a) will not require will, in any authorizationmaterial respect, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule laws or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a the material breach of any of the terms or conditions of, constitute (with or without notice or lapse of timea material default under, permit any party to accelerate any right under, renegotiate, or both) a default under terminate, require consent, approval, or waiver by any material party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of CPI pursuant to, any of the Charter Documents or any agreement (including, without limitation, government contracts), promissory notes, indenture, loan or credit agreement, deed of trust, mortgage, security agreement franchise, license, permit, lease or other agreement or contract instrument of any kind to which Sibling or the Subsidiaries are CPI is a party or by which Sibling, the Subsidiaries, CPI or any of Sibling’s or the Subsidiaries’ properties its assets is bound or affected. No consent, approval, order or authorization of or registration, declaration or filing with or exemption by or notice to (collectively "Consents"), any court, administrative agency, commission or other governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Body") or other third-party is required by or with respect to CPI in connection with the execution and delivery of this Agreement by CPI or the consummation by CPI of the transactions contemplated hereby, except as for (i) the approval of the Board of Directors and the consent of a majority of the holders of common stock of CPI which has already been obtained, (ii) the filing of the appropriate documents with the Secretary of State of the State of Nevada, FINRA, and other regulatory authorities which has already occurred, and (ii) except for such other Consents, which if not obtained or made would not have a material adverse effect on affect CPI’s ability to close the Condition of Sibling and (d) will not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of each respective corporation’s articles of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affectedExchange Transaction.

Compliance with Laws and Other Instruments. The Except as would not have a Material Adverse Effect, the business and operations of Sibling and the Subsidiaries have AZATEL has been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s 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 Subsidiaries’ properties is bound or affected, except ownership of the assets of AZATEL. Except as would not have a material adverse effect on the Condition of Sibling Material Adverse Effect, AZATEL is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are AZATEL is a party or by which Sibling or any of its Subsidiaries AZATEL's properties, assets or rights are bound or affected. To the knowledge of AZATEL, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. AZATEL is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of AZATEL, any event or circumstance relating to AZATEL that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits 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. The business and operations of Sibling each of the Company and the Subsidiaries Subsidiary have been and are being conducted in compliance in all material respects in accordance with all applicable lawsfederal, rules state and local statutes, rules, regulations, except for such violations thereof for which ordinances, and orders of any governmental authority, including without limitation, all federal and state statutes and regulations applicable to franchises and all immigration laws or regulations, including the penaltiesImmigration Reform and Control Act of 1986, in as amended and the aggregateregulations promulgated thereunder. Further, would neither the Company nor the Subsidiary is presently charged with or, to the Company's knowledge, under governmental investigation with respect to, any actual or alleged violation of any of the foregoing and is not have a material presently the subject of any pending or threatened adverse effect on the Condition of Sibling (as defined in Section 3.10)proceeding by any regulatory authority having jurisdiction over its business, properties or operations. The execution, delivery and performance by Sibling the Company of this Agreement, the Warrants, the Rights Agreement and the Subsidiaries Restricted Stock Agreement: will not require from the Board of Directors or stockholders of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) Company any consent or approval except as have been obtained; will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration with, with any court or governmental department, commission, board, bureau, agency or instrumentality, except such instrumentality of government other than as shall have been obtained prior to Closing (b) provided by applicable securities laws; will not cause Sibling the Company or the Subsidiaries Subsidiary to violate or contravene (i) any provision of lawlaw presently in effect, (ii) any rule or regulation presently in effect of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any court, awa presently in effect or (iv) any provision of each the respective corporation’s articles Restated Certificate or Articles of incorporation Incorporation or bylaws , (c) Bylaws of the Company or the Subsidiary; will not violate or be in conflict with, result in a material breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement material agreement, lease, instrument, commitment or contract arrangement to which Sibling the Company or the Subsidiaries are Subsidiary is a party or by which Sibling, the Subsidiaries, Company or the Subsidiary or any of Sibling’s its material properties, assets or the Subsidiaries’ properties rights is bound or affectedaffected (including, except as would not have a material adverse without limitation, any stockholders agreement or registration rights agreement in effect on prior to the Condition of Sibling and (d) date hereof); will not result in the creation or imposition of any Lien upon Lien; and will not result in the termination of any property license, certificate, permit, franchise or asset of Siblingright held by the Company or the Subsidiary. Sibling and its Subsidiaries are not in violation ofNo Brokers or Finders No person or other entity ("Person") has, or (with as a result of the transactions contemplated herein will have, any right or without notice or lapse of timevalid claim against the Company, or both) in default underthe Subsidiary or, to the Company's knowledge, any term Investor for any commission, fee or provision of each respective corporation’s articles of incorporation other compensation as a finder or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Siblingbroker, or in any other material agreement similar capacity. Each Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or instrument to compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which Sibling or its Subsidiaries are a party or by which Sibling such Investor or any of its Subsidiaries are bound officers, partners, employees or affectedrepresentatives is responsible. The Company agrees to indemnify and hold harmless each Investor from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. Financial Statements The Company has delivered to each Investor (a) the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of October 31, 1995 (the "Balance Sheet Date") and the unaudited statements of income for the ten-monthperiod then ended and (b) the Company's audited balance sheet and profit and loss statement as of December 31, 1994, together with the related opinion of Deloitte and Touche LLP, independent certified public accountants. These financial statements present fairly the financial condition of the Company and the Subsidiary at the Balance Sheet Date and other dates therein specified and the results of their operations for the periods therein specified, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods.

Compliance with Laws and Other Instruments. The Except as would not have a Material Adverse Effect on SSD, the business and operations of Sibling and the Subsidiaries SSD have been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the business of SSD as presently conducted (the "Business") or the Subsidiaries’ properties is bound or affected, except ownership of the assets of SSD. Except as would not have a material adverse effect on the Condition of Sibling Material Adverse Effect, SSD is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are SSD is a party or by which Sibling or any of its Subsidiaries SSD's properties, assets or rights are bound or affected. To the knowledge of SSD, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. SSD is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of SSD, any event or circumstance relating to SSD that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits 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. The Except as would not have a Material Adverse Effect, the business and operations of Sibling and the Subsidiaries FOI have been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the business of FOI as presently conducted (the "Business") or the Subsidiaries’ properties is bound or affected, except ownership of the assets of FOI. Except as would not have a material adverse effect on the Condition of Sibling Material Adverse Effect, FOI is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are FOI is a party or by which Sibling or any of its Subsidiaries FOI's properties, assets or rights are bound or affected. To the knowledge of FOI, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. FOI is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of FOI, any event or circumstance relating to FOI that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits 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. The business and operations of Sibling and the Subsidiaries Company have been and are being conducted in compliance in all material respects accordance with all applicable federal, state and local laws, rules and regulations, except for such violations thereof for which to the penaltiesextent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, would not have a material adverse effect on the Condition of Sibling Material Adverse Effect (as defined in Section 3.10hereinafter defined). The execution, execution and delivery and performance by Sibling the Company of this Agreement and the Subsidiaries Ancillary Agreements and the performance of this Agreement and the Ancillary Agreements, and the terms of the Acquisition Documents and Certificate (a) subject to the consummation by Sibling and the Subsidiaries approval of the transactions contemplated hereby and the Certificate by this Agreement the Company's Board of Directors and shareholders by Closing as provided in Section 6.1(m) hereof, will not require from the Board or shareholders of the Company any consent or approval that has not been validly and lawfully obtained (aexcept to the extent that additional Board action may be required to effect a Securities Act registration), (b) will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration with, with any court or governmental department, commission, board, bureau, agency or instrumentalityinstrumentality of government, except such as shall have been lawfully and validly obtained prior to the Closing (band except for such filings and actions that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, filing a Form D with the Commission within 15 days of the Closing Date and related filings with state securities administrators, and proceedings under the Securities Act or state blue sky laws to register Common Stock under the Securities Act or state blue sky laws), (c) will not cause Sibling or the Subsidiaries Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any courtaward, or (iv) any provision of each respective corporation’s articles the Articles of incorporation Incorporation or bylaws Bylaws of the Company, (cd) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, promissory note, deed of trust, mortgage, security agreement or other agreement agreement, lease or contract instrument, commitment or arrangement to which Sibling or the Subsidiaries are Company is a party or by which Sibling, the Subsidiaries, Company or any of Sibling’s its properties, assets or the Subsidiaries’ properties rights is bound or affected, except as to the extent that such violation, conflict breach or default would not (individually or in the aggregate) have a material adverse effect on the Condition of Sibling Material Adverse Effect and (de) will not result in the creation or imposition of any Lien upon any property or asset of SiblingLien. Sibling and its Subsidiaries are The Company is not in material violation of, or (with or without notice or lapse of time, time or both) in default under, any term or provision of each respective corporation’s articles its Articles of incorporation Incorporation or bylaws Bylaws or of any indenture, loan or credit agreement, note agreement, promissory note, deed of trust, mortgage, security agreement oror other agreement, except as would not materially and adversely affect the Condition of Siblinglease or other instrument, commitment or any other material agreement or instrument arrangement to which Sibling or its Subsidiaries are the Company is a party or by which Sibling or any of its Subsidiaries are the Company's properties, assets or rights is bound or affected. The Company is not subject to any restriction of any kind or character which has or may have a Material Adverse Effect or which prohibits the Company from entering into this Agreement or any Ancillary Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, any Ancillary Agreement or the Certificate or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The business and operations of Sibling and the Subsidiaries have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of Sibling (as defined in Section 3.10). The execution, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiaries, or any of Sibling’s or the Subsidiaries’ properties is bound or affected, except Except as would not have a material adverse effect on Material Adverse Effect, the Condition business and operations of Sibling NewPower have been, and (d) will 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 NewPower. Except as would not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling have a Material Adverse Effect, NewPower is not, and its Subsidiaries are has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are NewPower is a party or by which Sibling or any of its Subsidiaries NewPower's properties, assets or rights are bound or affected. To the knowledge of NewPower, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. NewPower is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of NewPower, any event or circumstance relating to NewPower that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits 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. The Except as would not have a Material Adverse Effect, the business and operations of Sibling and the Subsidiaries SLB have been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the business of SLB as presently conducted (the "Business") or the Subsidiaries’ properties is bound or affected, except ownership of the assets of SLB. Except as would not have a material adverse effect on the Condition of Sibling Material Adverse Effect, SLB is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are SLB is a party or by which Sibling or any of its Subsidiaries SLB's properties, assets or rights are bound or affected. To the knowledge of SLB, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. SLB is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of SLB, any event or circumstance relating to SLB that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits 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. The business and operations of Sibling and the Subsidiaries Company have been and are being conducted in compliance in all material respects accordance with all applicable federal, state and local laws, rules and regulations, except for such violations thereof for which to the penaltiesextent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect (as hereinafter defined) on the Condition of Sibling (as defined in Section 3.10)Company. The executionexecution and delivery by the Company of this Agreement, delivery and performance by Sibling the Warrant Certificates and the Subsidiaries Registration Rights Agreement and the performance of this Agreement, the Warrant Certificates and the Registration Rights Agreement and the terms of the Acquisition Documents and Certificate (a) will not require from the consummation by Sibling and the Subsidiaries Board or stockholders of the transactions contemplated by this Agreement Company any consent or approval that has not been validly and lawfully obtained (aexcept to the extent that additional Board action may be required to effect a Securities Act registration), (b) will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration with, with any court or governmental department, commission, board, bureau, agency or instrumentalityinstrumentality of government, except such as shall have been lawfully and validly obtained prior to the Closing (bexcept for filing a Form D with the Commission within 15 days of the Closing Date and in the case of any registration required by the Registration Rights Agreement, proceedings under the Securities Act or state blue sky laws to register Common Stock under the Securities Act), (c) will not cause Sibling or the Subsidiaries Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any courtaward, or (iv) any provision of each respective corporation’s articles the Certificate of incorporation Incorporation, the Certificate of Designation for the Series A Preferred Stock (the "Series A Certificate") or bylaws Bylaws of the Company, (cd) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement agreement, lease or contract instrument, commitment or arrangement to which Sibling or the Subsidiaries are Company is a party or by which Sibling, the Subsidiaries, Company or any of Sibling’s its properties, assets or the Subsidiaries’ properties rights is bound or affected, except as to the extent that such violation, conflict, breach or default would not (individually or in the aggregate) have a material adverse effect on the Condition of Sibling Material Adverse Effect and (de) will not result in the creation or imposition of any Lien upon any property or asset of SiblingLien. Sibling and its Subsidiaries are The Company is not in violation of, or (with or without notice or lapse of time, time or both) in default under, any term or provision of each respective corporation’s articles its Certificate of incorporation Incorporation, the Series A Certificate or bylaws Bylaws or of any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement oror other agreement, except as would not materially and adversely affect the Condition of Siblinglease or other instrument, commitment or any other material agreement or instrument arrangement to which Sibling or its Subsidiaries are the Company is a party or by which Sibling or any of its Subsidiaries are the Company's properties, assets or rights is bound or affected. The Company is not subject to any restriction of any kind or character which has or may have a Material Adverse Effect on the Company or which prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Warrant Certificates, the Registration Rights Agreement or the Certificate or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The Except as would not have a Material Adverse Effect, the business and operations of Sibling Billion and the Subsidiaries E'JINIE have been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s 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 Subsidiaries’ properties is bound or affected, except ownership of the assets of Billion and E'JINIE. Except as would not have a material adverse effect on the Condition Material Adverse Effect, each of Sibling Billion or E'JINIE is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling Billion or its Subsidiaries are E'JINIE is a party or by which Sibling or any of its Subsidiaries Billion's or E'JINIE's properties, assets or rights are bound or affected. To the knowledge of Billion and E'JINIE, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Billion or E'JINIE is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Each of Billion and E'JINIE is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Billion or E'JINIE, any event or circumstance relating to Billion or E'JINIE that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Billion or E'JINIE 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. The business and operations of Sibling and the Subsidiaries Company have been and are being conducted in compliance in all material respects accordance with all applicable federal, state and local laws, rules and regulations, except for such violations thereof for which to the penaltiesextent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, would not have a material adverse effect on the Condition of Sibling Material Adverse Effect (as defined in Section 3.10hereinafter defined). The execution, execution and delivery and performance by Sibling the Company of this Agreement and the Subsidiaries Related Agreements, the borrowing of money pursuant to this Agreement and the performance of this Agreement and the Related Agreements, (a) will not require from the Board or stockholders of the Acquisition Documents Company any consent or approval that has not been validly and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement lawfully obtained, (ab) will not require any authorization, consent or approval ofconsent, approval, license, exemption of or filing or registration with, with any court or governmental department, commission, board, bureau, agency or instrumentalityinstrumentality of government, except such as shall have been lawfully and validly obtained prior to the Initial Loan Closing and except for the filing of Form D under Regulation D with the Commission and other applicable state securities commissions, which filing shall be completed within 15 days following the Initial Loan Closing, (bc) will not cause Sibling or the Subsidiaries Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, judgment writ, judgment, injunction, decree, determination or decree of any courtaward, or (iv) any provision of each respective corporation’s articles the Articles of incorporation Incorporation or bylaws Bylaws of the Company, (cd) except as disclosed in Annex 3.7, will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, time or both) a default under under, any material indenture, loan or credit agreement, note agreement, promissory note, deed of trust, mortgage, security agreement or other agreement agreement, lease or contract instrument, commitment or arrangement to which Sibling or the Subsidiaries are Company is a party or by which Sibling, the Subsidiaries, Company or any of Sibling’s its properties, assets or the Subsidiaries’ properties rights is bound or affected, to the extend that such violation, conflict, breach or default would (individually or in the aggregate) have a Material Adverse Effect and (e) except as would not have a material adverse effect on contemplated by the Condition of Sibling Amended and (d) Restated Security Agreement, will not result in the creation or imposition of any Lien upon any property or asset of SiblingLien. Sibling and its Subsidiaries are Except as disclosed in Annex 3.7, the Company is not in material violation of, or (with or without notice or lapse of time, time or both) in default under, any term or provision of each respective corporation’s articles its Articles of incorporation Incorporation or bylaws Bylaws or of any indenture, loan or credit agreement, note agreement, promissory note, deed of trust, mortgage, security agreement oror other agreement, except as would not materially and adversely affect the Condition of Siblinglease or other instrument, commitment or any other material agreement or instrument arrangement to which Sibling or its Subsidiaries are the Company is a party or by which Sibling or any of its Subsidiaries are the Company's properties, assets or rights is bound or affected. The Company is not subject to any restriction of any kind or character which has or may have a Material Adverse Effect or which prohibits the Company from entering into this Agreement or any Related Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or any Related Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The Except as would not have a Material Adverse Effect, the business and operations of Sibling and the Subsidiaries FTZ have been and are being conducted in compliance in all material respects accordance with all applicable foreign, federal, provincial and local laws, rules and regulationsregulations and all applicable orders, except for such violations thereof for which the penaltiesinjunctions, in the aggregatedecrees, would not have a material adverse effect on the Condition writs, judgments, determinations and awards of Sibling (as defined in Section 3.10)all courts and governmental agencies and instrumentalities. The executionThere are no permits, delivery and performance by Sibling and the Subsidiaries of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by this Agreement (a) will not require any authorizationbonuses, consent or approval ofregistrations, or filing or registration withconsents, any court or governmental agency or instrumentalityapprovals, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of lawauthorizations, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Sibling or the Subsidiaries are a party or by which Sibling, the Subsidiariescertificates, or any waiver of Sibling’s the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the business of FTZ as presently conducted (the "Business") or the Subsidiaries’ properties is bound or affected, except ownership of the assets of FTZ. Except as would not have a material adverse effect on the Condition of Sibling Material Adverse Effect, FTZ is not, and (d) will has not result in the creation or imposition of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not received notice alleging that it is, in violation of, or (with or without notice or lapse of time, time or both) in default under, or in breach of, any term or provision of each respective corporation’s articles of incorporation or bylaws the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of Sibling, or any other material agreement agreement, lease, license or instrument other instrument, commitment, obligation or arrangement to which Sibling or its Subsidiaries are FTZ is a party or by which Sibling or any of its Subsidiaries FTZ's properties, assets or rights are bound or affected. To the knowledge of FTZ, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which 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. FTZ is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of FTZ, any event or circumstance relating to FTZ that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits FTZ from entering into this Agreement and the Transactional Documents or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transactional Documents or the consummation of the Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. The business and operations To the knowledge of Sibling EZBid and the Subsidiaries have been Shareholders, EZBid holds, and are being conducted in compliance in at all material respects with 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, rules ordinances, rules, and regulationsregulations of all such authorities having jurisdiction over it or any part of its operations, except for excepting, however, when such violations thereof for which the penalties, in the aggregate, failure to hold would not have a material adverse effect on EZBid's Business Condition. There are no violations or claimed violations known by EZBid or the Condition Shareholders of Sibling (as defined in Section 3.10)any such license, permit, or authorization or any such statute, law, ordinance, rule, or regulation. The executionTo the knowledge of EZBid and the Shareholders, neither the execution and delivery and of this Agreement by EZBid or the Shareholders, nor the performance by Sibling and EZBid or the Subsidiaries Shareholders of the Acquisition Documents and the consummation by Sibling and the Subsidiaries of the transactions contemplated by their obligations under this Agreement (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to Closing (b) will not cause Sibling or the Subsidiaries to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of each respective corporation’s articles of incorporation or bylaws , (c) will not violate or be in conflict with, result in the breach of any of the terms or conditions of, constitute a breach of any of the terms or conditions of, constitute (with or without notice or lapse of timea default under, permit any party to accelerate any right under, renegotiate, or both) a default under terminate, require consent, approval, or waiver by any material party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or EZBid Shares pursuant to, any of the Governing Documents or any agreement (including government contracts), indenture, loan or credit agreement, deed of trust, mortgage, security agreement franchise, license, permit, lease or other agreement or contract instrument of any kind to which Sibling or the Subsidiaries are EZBid is a party or by which Sibling, the Subsidiaries, EZBid or any of Sibling’s or the Subsidiaries’ properties its assets is bound or affected, except as 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 EZBid's Business Condition or on the Condition ability of Sibling and (d) will not result in the creation parties to consummate the transactions contemplated by this Agreement. Except as otherwise provided on the EZBid Disclosure Schedule, no consent, approval, order or imposition authorization of any Lien upon any property or asset of Sibling. Sibling and its Subsidiaries are not in violation ofregistration, declaration or (filing with or without notice or lapse of time, or bothexemption (collectively "GOVERNMENTAL CONSENTS") in default underby, any term court, administrative agency or provision commission or other governmental authority or instrumentality, whether domestic or foreign (each a "GOVERNMENTAL ENTITY") is required by or with respect to EZBid in connection with the execution and delivery of each respective corporation’s articles this Agreement by EZBid or the consummation by EZBid of incorporation or bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement orthe transactions contemplated hereby, except as 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 made would not materially and adversely affect the Condition of Sibling, or any other have a material agreement or instrument to which Sibling or its Subsidiaries are a party or by which Sibling or any of its Subsidiaries are bound or affectedadverse effect on EZBid's Business Condition.