Common use of Corporate Existence, Power and Authority Clause in Contracts

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company Each Borrower and Guarantor is a corporation or limited liability company duly organized, validly existing organized and in good standing under the laws of its jurisdiction state of incorporation. The Company incorporation or formation identified in its Information Certificate and is duly qualified, licensed qualified as a foreign corporation or limited liability company and authorized to do business and is in good standing in each jurisdiction in which all states or other jurisdictions where the nature and extent of the business transacted by it owns or leases any property or in which the conduct ownership of its business requires it to so qualify or be so licensedassets makes such qualification necessary, except for such those jurisdictions where in which the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairssuch Borrower’s or Guarantor’s financial condition, results of operations, condition (financial operation or otherwise) business or prospects. (b) No proceeding has been commenced looking toward the dissolution rights of Agent in or merger to any of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentCollateral. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' this Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement other Financing Agreements and the Registration Rights Amendment transactions contemplated hereunder and thereunder by the Company each Borrower and Guarantor (includinga) are all within such Borrower’s or Guarantor’s corporate or limited liability company powers, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations(b) have been duly authorized authorized, (c) are not in contravention of law or the terms of such Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by all required corporate and other actions. The Company has duly executed and delivered which such Borrower or Guarantor or its property are bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' parties thereto with respect to this Agreement, and (d) will not result in the Stockholders' Agreement Amendmentcreation or imposition of, the Registration Rights or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of such Borrower or Guarantor other than liens in favor of Agent or any Lender as contemplated hereby. This Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement other Financing Agreements to which each Borrower and Registration Rights Amendment Guarantor is a party constitute the legal, valid and binding obligations of the Company such Borrower or Guarantor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Each of the Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company and each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects, on a consolidated basis. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary or the amendment of its certificate their respective certificates of incorporation (other than the Series 2 Certificate of DesignationsArticles Supplementary). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate of incorporation charter or by-laws. (c) The Each of the Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations Articles Supplementary (subject to the proper filing with the Secretary Maryland State Department of State Assessments and Taxation of the State of Delaware of Articles Supplementary for the Series 2 Certificate of DesignationsA Preferred), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsArticles Supplementary) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, Agreements and at the Series 1 Waiver, Closing will have duly executed and delivered the Stockholders' Agreement and the Registration Rights Agreement. The Stock Purchase Agreements constitute and, at the Closing, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock and Warrant Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the issuance by the Company of the Warrants and Warrant Shares as contemplated herein and therein and in the Warrant Certificates (subject to (I) the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of DesignationsDesignations for the Series C Preferred contemplated in conjunction with this Agreement and the amendment to the Certificate of Designations for the Series A Convertible Preferred Stock contemplated in conjunction with this Agreement, (II) the amendment to the Exchangeable Note contemplated in conjunction with this Agreement and (III) the conversion in full of the Series B Exchangeable Preferred Stock), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsDesignations and the issuance by the Company of the Warrants and Warrant Shares as contemplated herein and therein and in the Warrant Certificates) have been duly authorized by all required corporate and other actions; PROVIDED that in the event that the parties do not mutually agree to have only the First Closing, the Second Closing is contingent upon proper stockholder approval and Stockholders' Notice, as described in Section 2(a) hereof . The Company has duly executed and delivered the Stock and Warrant Purchase AgreementsAgreements and at the Closing will have duly executed and delivered the Stockholders' Agreement, the Series 1 WaiverWarrant Certificates and the Registration Rights Agreement. This Agreement constitutes and, at any Closing, the Stockholders' Agreement, the Stockholders' Agreement Amendment, Warrant Certificates and the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (incorporation, other than the Series 2 Certificate Certificates of Designations)Designation. The Company is not in violation in any respect of its certificate of incorporation or its by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, and consummate the transactions contemplated by and perform its obligations under (i) this Agreement, (ii) the Stock Purchase AgreementsNote, including, without limitation, the issuance by the Company of the Shares shares of the Company's Preferred Stock issuable upon conversion of the Note (the "Shares") and the issuance by the Company of the shares of the Company's Common Stock issuable upon conversion of the Shares (the "Conversion Shares Shares"), as contemplated herein and in the Series 2 Certificate Note and the Designation of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 WaiverRights, (iii) the StockholdersAmendment No. 2 to Shareholders' Rights Agreement, and (iv) that certain Visitation and Notification Agreement executed by the Stockholders' Agreement Amendment, Company and Purchaser concurrently herewith (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment"Visitation Agreement"). The execution, delivery and performance of the Stock Purchase Agreementsthis Agreement, the Series 1 Waiver, the StockholdersAmendment No. 2 to Shareholders' Rights Agreement, the Stockholders' Note, and the Visitation Agreement Amendment(collectively, the Registration Rights Agreement and the Registration Rights Amendment "Restructure Documents") by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate Designation of DesignationsRights) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and each of the Registration Rights Amendmentother Restructure Documents. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights This Agreement and Registration Rights Amendment each of the other Restructure Documents constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate Certificates of DesignationsDesignation). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, and consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreementsthis Agreement, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 E-1 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of and the Series 2 E-2 Certificate of Designations), and (ii) the Series 1 Waiver, (iii) the StockholdersE Shareholders' Rights Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and the Registration Series E Shareholders' Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 E-1 Certificate of Designationsand the Series E-2 Certificate) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase AgreementsAgreement and at the Closing will have duly executed and delivered the Series E Shareholders' Rights Agreement. This Agreement constitutes and, at the Closing, the Series 1 Waiver, the StockholdersE Shareholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreementswill constitute, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate articles of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-lawsincorporation. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, and consummate the transactions contemplated by and perform its obligations under (i) each of the Stock Purchase AgreementsTransaction Documents, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actionsherein. The Company has duly executed and delivered each of the Stock Purchase Agreements, Transaction Documents. Each of the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute Transaction Documents constitutes the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial operations or otherwise) or prospectscondition. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (dc) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, deliver and consummate the transactions contemplated by and perform its obligations under (i) the Stock Share and Warrant Purchase Agreements, including, without limitation, the issuance by the Company of the Shares Shares, the Warrants and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentWarrant Certificates. The execution, delivery and performance of the Stock Share and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreements by the Company (including, without limitation, the issuance by the Company of the Shares Shares, the Warrants and the Conversion Shares as contemplated herein and in the Series 2 Certificate of DesignationsWarrant Certificates) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Share and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement Agreements and the Registration Rights AmendmentWarrant Certificates. The Stock Share and Warrant Purchase Agreements, Agreements and the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment Warrant Certificates constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. The Company represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedule attached hereto as Exhibit A: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and or authorized as a foreign corporation to do business and is in good standing in under the laws of each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensedqualified, licensed or authorized except for such jurisdictions where the failure to so qualify or be so qualified, licensed or authorized would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, Agreements and the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of DesignationsShares) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, Agreements and the Series 1 Waiver, the Stockholders' Registration Rights Agreement, the Stockholders' Agreement Amendment, . The Stock Purchase Agreements and the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally and to general principles of equity. (c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation. The Company is not in violation in any respect of its certificate of incorporation or bylaws. (d) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being and is proposed to be conducted.

Corporate Existence, Power and Authority. (a) The Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of incorporation. The Company and each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospectsMaterial Adverse Effect. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary or the amendment of its respective certificate or articles of incorporation (other than or similar governing documents with respect to a Subsidiary organized under the Series 2 Certificate laws of Designationsa jurisdiction outside of the United States). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate or articles of incorporation or by-lawslaws (or similar governing documents with respect to a Subsidiary organized under the laws of a jurisdiction outside of the United States). (c) The Company and each Subsidiary has all requisite corporate power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) this Purchase Agreement, the Stock Purchase AgreementsNotes and the Warrants, including, without limitation, the issuance by the Company of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendmenttherein. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement Notes and the Registration Rights Amendment Warrants by the Company (including, without limitation, the issuance by the Company of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designationstherein) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase AgreementsAgreement constitutes, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase AgreementsNotes and Warrants when issued will constitute, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. The Shares when issued will be duly authorized, validly issued, fully paid and non-assessable.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock and Warrant Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the issuance by the Company of the Warrants and Warrant Shares as contemplated herein and therein and in the Warrant Certificates (subject to the proper filing with the Secretary of State of the State of Delaware of (I) the Certificate of Designations for the Series 2 D Preferred Stock, and (II) amendments to the respective Certificate of DesignationsDesignations for each of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsDesignations and the issuance by the Company of the Warrants and Warrant Shares as contemplated herein and therein and in the Warrant Certificates) have been duly authorized by all required corporate and other actions; provided that the Second Closing is contingent upon the due authorization by corporate and other actions of sufficient additional shares of Common Stock to permit conversion in full of the Series D Convertible Preferred Stock into shares of Common Stock at the Shareholders' Meeting. The Company has duly executed and delivered the Stock and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement. The Stock and Warrant Purchase Agreements, the Stockholders' Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company and each Subsidiary is a corporation or limited liability company duly organized, validly existing and and, except with respect to the Subsidiaries as set forth on Part B of Schedule 5.1, in good standing under the laws of its state or other jurisdiction of incorporation. The Company and, except as set forth on Part A of Schedule 5.1, each Subsidiary, is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so qualified or licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary. Except for the amendments effected by the filing of the Certificate of Designations and except as contemplated by Section 8.15 hereof and except as set forth in part B of Schedule 5.1, no proceeding has been commenced looking toward the amendment of its the respective certificate or articles of incorporation of the Company or any Subsidiary (other than as the Series 2 Certificate of Designationscase may be). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate or articles of incorporation or by-laws. (c) The Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate and perform the transactions contemplated by this Purchase Agreement, each Other Transaction Document to which it is a party and perform its obligations under the Securities to be or being issued by it (i) the Stock Purchase Agreements, including, including without limitation, limitation the issuance by the Company of the Shares Preferred Shares, the Warrants and the Conversion Warrant Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designationstherein), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company and each Subsidiary of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock this Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement each Other Transaction Document to which it is a party and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.the

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) . No proceeding has been commenced looking toward the dissolution dissolu- tion or merger of the Company or the amendment of its certificate of incorporation incorpora- tion (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) bylaws. The Company has all requisite power, authority (corporate and other) authority, and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) . The Company has all requisite powerpower and authority, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions trans- actions contemplated by and perform its obligations under (i) the Stock Purchase Agreementsunder, this Agreement, including, without limitation, the issuance by the Company of the Shares Series A Preferred Stock, the Note and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' and Loan Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' this Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares Series A Preferred Stock, the Note and the Conversion Shares as contemplated herein and in the Series 2 Certificate of DesignationsDesignations and the Loan Agreement) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' this Agreement, the Stockholders' . This Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute constitutes the legal, valid and binding obligations of the Company enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Each Company is a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of incorporation. The Each Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospectsMaterial Adverse Effect. (b) No proceeding has been commenced looking toward the dissolution or merger of the either Company or the amendment of its respective certificate or articles of incorporation (other than the Series 2 Certificate or similar governing documents) or limited liability company certificate of Designations)formation or operating agreement. The Neither Company nor any Subsidiary is not in violation in any respect of its certificate or articles of incorporation or by-lawslaws (or similar governing documents) with respect to a Subsidiary organized under the laws of a jurisdiction outside of the United States) or its limited liability company certificate of formation or operating agreement. (c) The Each Company and each Subsidiary has all requisite corporate or limited liability company power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Each Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) this Purchase Agreement, the Stock Purchase AgreementsNotes and the Warrants, including, without limitation, the issuance by the Company Ubiquitel of the Shares Notes and the Conversion issuance by UHC of the Warrants and the Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendmenttherein. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement Notes and the Registration Rights Amendment Warrants by the each Company (including, without limitation, the issuance by the Company Ubiquitel of the Shares Notes and the Conversion issuance by UHC of the Warrants and the Shares as contemplated herein and in the Series 2 Certificate of Designationstherein) have been duly authorized by all required corporate corporate, limited liability company and other actions. The Company has duly executed and delivered the Stock Purchase AgreementsAgreement constitutes, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase AgreementsNotes and Warrants when issued will constitute, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company which is a party thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. The Shares when issued will be duly authorized, validly issued, fully paid and non-assessable.

Corporate Existence, Power and Authority. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization (as applicable). Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Each of the Company and the Subsidiaries is duly qualified, licensed and or authorized as a foreign corporation to do business and is in good standing in under the laws of each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensedqualified, licensed or authorized except for such jurisdictions where the failure to so qualify or be so qualified, licensed or authorized would not not, individually or in the aggregate, (i) adversely affect the legality, validity or enforceability of any Transaction Document, (ii) have or result in a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole on a consolidated basis, or prospects(iii) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents (any of (i), (ii) or (iii), a "Material Adverse Effect"). (b) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under each Transaction Document, including, without limitation, the issuance by the Company of the Securities and Warrant Shares as contemplated herein and therein. The execution, delivery and performance of each Transaction Document by the Company (including, without limitation, the issuance by the Company of the Securities and the issuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered each Transaction Document. Each Transaction Document constitutes the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally and to general principles of equity. (c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations)incorporation. The Company is not in violation in any respect of its certificate of incorporation or by-lawsbylaws. (cd) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being and as proposed to be conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of DesignationsAmendment). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations)Amendment, (ii) the Series 1 Waiver, First Amendment to Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the First Amendment to Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the First Amendment to Stockholders' Agreement Amendment, and the First Amendment to Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsAmendment) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the First Amendment to Stockholders' Agreement Amendment, and the First Amendment to Registration Rights Agreement and the Registration Rights AmendmentAgreement. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the First Amendment to Stockholders' Agreement Amendment, and the First Amendment to Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite corporate power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as it is now being conductedconducted and as it is proposed to be conducted except where the failure to have such requisite power, authority and legal right would not have a material adverse effect on the Company. (db) The Subject to (x) obtaining the approval of the Company's existing stockholders to the amendment of the Company's Amended Certificate of Incorporation (the "Certificate of Amendment"), (y) filing of the Certificate of Amendment, the Certificate of Amendment to the Certificate of Designation relating to the Series A Preferred Stock, the Certificate of Amendment to the Certificate of Designation relating to the Series B Preferred Stock, and the Series C Certificate of Designation, and (z) obtaining all necessary waivers and consents of stockholders of, and lenders to, the Company under other agreements, the Company has all requisite powerpower and authority to enter into this Agreement, authority the Securities Restriction Agreement, as amended, by and among the Company, the purchasers of the 7% Series B Cumulative Convertible Preferred Stock (corporate "Series B Preferred Stock"), Michxxx Xxxxxxx xxx a group of investment funds managed by Patricof & Co. Ventures, Inc. (the "Patricof-Managed Funds"), the Company's original investors (the "Original Investors"), Alex. Browx & Xons Incorporated (the "Agent") as the holder of a warrant to purchase shares of the Company's Common Stock and other) the Purchasers (the "Securities Restriction Agreement"), the Amended and legal right Restated Securityholders' Agreement and Exchange Agreement, as amended (the "Securityholders' Agreement"), and the Registration Rights Agreement, as amended (as such agreement is defined in Section 3.18 below, together with this Agreement, the Securities Restriction Agreement, the Securityholders' Agreement and the Series C Certificate of Designation, collectively, the "Transaction Documents"), to execute, deliver, enter into, consummate sell the transactions contemplated by Series C Preferred Stock hereunder and to carry out and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company terms of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State Transaction Documents. Each of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have Transaction Documents has been duly authorized by all required corporate and other actions. The Company has duly executed and delivered by the Stock Purchase Agreements, Company and constitutes the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations obligation of the Company, enforceable against the Company enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) The Company has no Subsidiaries, and does not control, directly or indirectly, any other entity and does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation (except for short-term investments of the Company's cash reserves and publicly-traded mutual funds) or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise, except for the strategic alliances described in the Memorandum. (c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 B Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-lawsbylaws. (cd) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted and as proposed to be conducted, except where the failure to have such requisite power, authority and legal right would not result in a Material Adverse Effect. (de) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance issuance, sale and delivery by the Company of the Shares and to issue and deliver the Conversion Shares issuable upon conversion of the Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 B Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreements by the Company (including, without limitation, the issuance issuance, sale and delivery by the Company of the Shares and the issuance and delivery of the Conversion Shares upon conversion of the Shares as contemplated herein and therein and in the Series 2 B Certificate of Designations) have been duly authorized by all required corporate and other actions. As described in the Memorandum, the Company may not have the ability to pay dividends on the Shares under certain circumstances. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment Agreements constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally and except that the enforceability of the indemnification provisions contained in the Stock Purchase Agreements may be subject to considerations of public policy.

Corporate Existence, Power and Authority. (a) The Each of the Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company and each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects, on a consolidated basis. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary or the amendment of its certificate their respective certificates of incorporation (other than the Series 2 Certificate of DesignationsB Articles Supplementary). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate of incorporation charter or by-laws. (c) The Each of the Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreementsthis Agreement, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations B Articles Supplementary (subject to the proper filing with the Secretary Maryland State Department of State of the State of Delaware Assessments and Taxation of the Series 2 Certificate of DesignationsB Articles Supplementary), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' this Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsB Articles Supplementary) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered this Agreement and at the Stock Purchase Agreements, the Series 1 Waiver, Initial Closing and at each Subsequent Closing will have duly executed and delivered the Stockholders' Agreement and the Registration Rights Agreement. This Agreement constitutes and, at the Initial Closing and at each Subsequent Closing, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally or under general principles of equity.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite corporate power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as it is now being conductedconducted and as it is proposed to be conducted except where the failure to have such requisite power, authority and legal right would not have a material adverse effect on the Company. (db) The Subject to (x) obtaining the approval of the Company's existing stockholders to the amendment of the Company's Amended Certificate of Incorporation (the "Certificate of Amendment"), (y) the approval of the Company's existing stockholders to and the filing of the Certificate of Amendment, the Certificate of Amendment to the Certificate of Designation relating to the Series A Preferred Stock, the Certificate of Amendment to the Certificate of Designation relating to the Series B 7% Cumulative Convertible Preferred Stock (the "Series B Preferred Stock"), the Certificate of Amendment to the Certificate of Designation relating to the Series C 7% Cumulative Convertible Preferred Stock (the "Series C Preferred Stock"), and the Series D Certificate of Designation, and (z) obtaining all necessary waivers and consents of stockholders of, and lenders to, the Company under other agreements, the Company has all requisite powerpower and authority to enter into this Agreement, authority the Securities Restriction Agreement, dated as of November 13, 1996, as amended (corporate the "Securities Restriction Agreement"), the Amended and other) Restated Securityholders' Agreement and legal right Exchange Agreement, dated as of November 13, 1996, as amended (the "Securityholders' Agreement"), and the Registration Rights Agreement, dated as of November 13, 1996, as amended (as such agreement is defined in Section 3.18 below, together with this Agreement, the Securities Restriction Agreement, the Securityholders' Agreement and the Series D Certificate of Designation, collectively, the "Transaction Documents"), to execute, deliver, enter into, consummate sell the transactions contemplated by Series D Preferred Stock hereunder and to carry out and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company terms of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State Transaction Documents. Each of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have Transaction Documents has been duly authorized by all required corporate and other actions. The Company has duly executed and delivered by the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement Company and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute constitutes the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.valid

Corporate Existence, Power and Authority. (a) The Company is a corporation and each active Subsidiary are corporations duly organized, validly existing and in good standing under the laws of its jurisdiction their jurisdictions of incorporation. The Company is and each Subsidiary are duly qualified, licensed and authorized to do business and is are in good standing in each jurisdiction in which it owns they own or leases lease any property or in which the conduct of its their business requires it them to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on Material Adverse Effect. Each of the Company's assetsCompany and each Subsidiary has all requisite power, properties, liabilities, business, affairs, results of operations, condition authority (financial corporate and other) and legal right to own or otherwise) to hold under lease and to operate the properties it owns or prospectsholds and to conduct its business as now being conducted. (b) No proceeding has been commenced looking toward for the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Recapitalization Agreements, including, without limitation, the issuance by the Company of the Initial Common Stock, the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Initial Common Stock, the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement. The Recapitalization Agreements, the Stockholders' Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws relating to the rights of creditors generallygenerally from time to time in effect, to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law.

Corporate Existence, Power and Authority. (a) The Company and each Subsidiary is a corporation or limited liability company duly organized, validly existing and and, except with respect to the Subsidiaries as set forth on Part B of Schedule 5.1, in good standing under the laws of its state or other jurisdiction of incorporation. The Company and, except as set forth on Part A of Schedule 5.1, each Subsidiary, is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so qualified or licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary. Except for the amendments effected by the filing of the Certificate of Designations and except as contemplated by Section 8.15 hereof and except as set forth in part B of Schedule 5.1, no proceeding has been commenced looking toward the amendment of its the respective certificate or articles of incorporation of the Company or any Subsidiary (other than as the Series 2 Certificate of Designationscase may be). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate or articles of incorporation or by-laws. (c) The Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate and perform the transactions contemplated by this Purchase Agreement, each Other Transaction Document to which it is a party and perform its obligations under the Securities to be or being issued by it (i) the Stock Purchase Agreements, including, including without limitation, limitation the issuance by the Company of the Shares Preferred Shares, the Warrants and the Conversion Warrant Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designationstherein), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company and each Subsidiary of this Purchase Agreement, each Other Transaction Document to which it is a party and the Securities to be or being issued by it (including, including without limitation, limitation the issuance by the Company of the Shares Preferred Shares, the Warrants and the Conversion Warrant Shares as contemplated herein and in the Series 2 Certificate of Designationstherein) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock this Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and each Other Transaction Document and, at Closing, will duly execute and deliver the Registration Rights AmendmentWarrants and the Preferred Shares. The Stock This Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment each Other Transaction Document constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. The Preferred Shares and the Warrants at closing will constitute, and the Warrant Shares when issued in accordance with the terms of the Warrants, will constitute, the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of DesignationsAmendment). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations)Amendment, (ii) the Series 1 Waiver, Stockholders= Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Stockholders= Agreement and the Registration Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsAmendment) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Stockholders= Agreement and the Registration Rights AmendmentAgreement. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Stockholders= Agreement Amendment, and the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) The Company has no Subsidiaries, and does not control, directly or indirectly, any other entity and does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation (except for short-term investments of the Company's cash reserves and publicly-traded mutual funds) or (ii) any participating interest in any partnership, joint venture or other non- corporate business enterprise, except for the strategic alliances described in the Memorandum. (c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 B Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-lawsbylaws. (cd) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted and as proposed to be conducted, except where the failure to have such requisite power, authority and legal right would not result in a Material Adverse Effect. (de) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Exchange Agreements, including, without limitation, the issuance issuance, exchange and delivery by the Company of the Shares and to issue and deliver the Conversion Shares issuable upon conversion of the Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 B Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Exchange Agreements by the Company (including, without limitation, the issuance issuance, exchange and delivery by the Company of the Shares and the issuance and delivery of the Conversion Shares upon conversion of the Shares as contemplated herein and therein and in the Series 2 B Certificate of Designations) have been duly authorized by all required corporate and other actions. As described in the Memorandum, the Company may not have the ability to pay dividends on the Shares under certain circumstances. The Company has duly executed and delivered the Stock Purchase Exchange Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment Exchange Agreements constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally and except that the enforceability of the indemnification provisions contained in the Stock Exchange Agreements may be subject to considerations of public policy.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) The Company has no Subsidiaries, and does not control, directly or indirectly, any other entity and does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation (except for short-term investments of the Company's cash reserves and publicly-traded mutual funds) or (ii) any participating interest in any partnership, joint venture or other non- corporate business enterprise, except for the strategic alliances described in the Memorandum. (c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 B Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-lawsbylaws. (cd) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted and as proposed to be conducted, except where the failure to have such requisite power, authority and legal right would not result in a Material Adverse Effect. (de) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance issuance, sale and delivery by the Company of the Shares and to issue and deliver the Conversion Shares issuable upon conversion of the Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 B Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreements by the Company (including, without limitation, the issuance issuance, sale and delivery by the Company of the Shares and the issuance and delivery of the Conversion Shares upon conversion of the Shares as contemplated herein and therein and in the Series 2 B Certificate of Designations) have been duly authorized by all required corporate and other actions. As described in the Memorandum, the Company may not have the ability to pay dividends on the Shares under certain circumstances. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment Agreements constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generallygenerally and except that the enforceability of the indemnification provisions contained in the Stock Purchase Agreements may be subject to considerations of public policy.

Corporate Existence, Power and Authority. (a) The Each Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. The Each Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospectsMaterial Adverse Effect. (b) No proceeding has been commenced looking toward the dissolution or merger of the either Company or the amendment of its respective certificate of incorporation (other than the Series 2 Certificate of Designations)incorporation. The Neither Company is not in violation in any respect of its certificate of incorporation or by-lawsbylaws. (c) The Each Company has all requisite corporate power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Each Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) this Purchase Agreement, the Stock Purchase AgreementsSeries B Notes and the Warrants, including, without limitation, the issuance by the Company UbiquiTel of the Shares Series B Notes and the Conversion issuance by Parent of the Warrants and the Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendmenttherein. The execution, delivery and performance of the Stock this Purchase AgreementsAgreement, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement B Notes and the Registration Rights Amendment Warrants by the each Company (including, without limitation, the issuance by the Company UbiquiTel of the Shares Series B Notes and the Conversion issuance by Parent of the Warrants and the reservation and issuance of the Shares as contemplated herein and in the Series 2 Certificate of Designationstherein) have been duly authorized by all required corporate and other actions. The Each Company and each Subsidiary has duly executed and delivered the Stock this Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendmentother Transaction Documents to which it is a party. The Stock This Purchase AgreementsAgreement constitutes, and the Series B Notes, the Series 1 WaiverGuarantee and the Warrants when issued will constitute, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company or Subsidiary which is a party thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. The Shares when issued will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive or any other similar rights of the shareholders of the Company or others.

Corporate Existence, Power and Authority. (a) The Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of incorporation. The Company and each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its business requires it to so qualify or be so qualified or licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary. Except as contemplated by this Agreement, no proceeding has been commenced looking toward the amendment of its the respective certificate or articles of incorporation of the Company or any Subsidiary (other than as the Series 2 Certificate of Designationscase may be). The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate or articles of incorporation or by-laws. (c) The Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate and perform the transactions contemplated by this Purchase Agreement and perform its obligations under each Other Transaction Document (i) the Stock Purchase Agreements, including, including without limitation, limitation the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of DesignationsShares), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of this Purchase Agreement and each Other Transaction Document (including without limitation the Shares and issuance of the Conversion Shares as contemplated herein and in the Series 2 Certificate of DesignationsShares) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock this Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and each Other Transaction Document and, at Closing, will duly deliver the Registration Rights AmendmentShares. The Stock This Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment each Other Transaction Document constitute the legal, valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Each of the Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Each of the Company and each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospectsprospects on a consolidated basis. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or any Subsidiary or the amendment of its respective certificate of incorporation (other than the Series 2 Certificate of Designations)) or any comparable document with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States. The Neither the Company nor any Subsidiary is not in violation in any respect of its certificate of incorporation or by-lawslaws (or any comparable document with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States). (c) The Each of the Company and each Subsidiary has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has Stock Purchase Agreements have been duly executed and delivered by the Stock Purchase AgreementsCompany and constitute, the Series 1 Waiver, and upon execution and delivery of each of the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase AgreementsAgreement will constitute, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

Corporate Existence, Power and Authority. (a) The Company is a corporation and each active Subsidiary are corporations duly organized, validly existing and in good standing under the laws of its jurisdiction their jurisdictions of incorporation. The Company is and each Subsidiary are duly qualified, licensed and authorized to do business and is are in good standing in each jurisdiction in which it owns they own or leases lease any property or in which the conduct of its their business requires it them to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on Material Adverse Effect. Each of the Company's assetsCompany and each Subsidiary has all requisite power, properties, liabilities, business, affairs, results of operations, condition authority (financial corporate and other) and legal right to own or otherwise) to hold under lease and to operate the properties it owns or prospectsholds and to conduct its business as now being conducted. (b) No proceeding has been commenced looking toward for the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Recapitalization Agreements, including, without limitation, the issuance by the Company of the Initial Common Stock, the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, Stockholders’ Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights ’ Agreement and the Registration Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Initial Common Stock, the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights ’ Agreement and the Registration Rights AmendmentAgreement. The Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' ’ Agreement Amendment, and the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws relating to the rights of creditors generallygenerally from time to time in effect, to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law.

Corporate Existence, Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of DesignationsAmendment). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, corporate power and authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations)Amendment, (ii) the Series 1 Waiver, Stockholders' Agreement and (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights AmendmentAgreement. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of DesignationsAmendment) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights AmendmentAgreement. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.