Common use of Documentation at Closing Clause in Contracts

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (iv) A certificate of the President of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser shall have received received, prior to or at the Closing Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchaser and its counsel, if any, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with each Closing: (ia) A copy Copies of (1) the Certificate Articles of Incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, a copy of filing thereof; (2) the resolutions of the Board of Directors of the Company evidencing providing for the approval of this Agreement, the issuance of the Shares Shares, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of (3) the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company Company, as of the date of each such Closing, to be true, complete and correct in every particular, correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Shares. (iib) A customary opinion of counsel to the Company covering the matters set forth The Exchange Agreement shall be consummated in Exhibit A heretoaccordance with its terms without amendment or other change and all conditions thereto have been waived. (iiic) A certificate of the Secretary of the The Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and have delivered the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (ivd) A certificate of the President of the Company Company, dated the date of the Closing, stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all obligations and covenants and conditions in this Agreement required to be performed prior to or at the Closing have been performed as of the time of Closing. (ve) A Certificate of Good Standing for The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the other agreements and instruments executed and delivered by the Company from in connection herewith, to issue the Secretary Shares and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of State this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith and the issuance of the State of Delaware, dated as of a recent dateShares shall have been made or taken.

Documentation at Closing. The Purchaser shall have received prior ------------------------ to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the Purchaser: (ia) A certified copy of the Certificate of Incorporation all charter documents of the Company, ; a certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company Company, evidencing the approval of this Agreement, the issuance of the Shares Debenture, and the other matters contemplated hereby, and ; a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, and the SharesDebenture. (iib) A customary favorable opinion of counsel for the Company, as to the Company covering the matters set forth in Exhibit A hereto3.05(b), and as to such other matters as Purchaser may reasonably request, all in scope, form and substance reasonably satisfactory to Purchaser. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Debenture and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. Purchaser may rely conclusively on such certificates until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President from a duly authorized officer of the Company stating that (Ai) that the representations and warranties contained in Article IV hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby were true and correct when made and are true and correct in all material respects at on the date hereof and as of the Closing with as if made on the same force and effect as though all such representations and warranties had been made as date of the Closing, (ii) the Company has performed and (B) that complied with all covenants and conditions agreements contained herein and has received any and all consents, approvals or waivers necessary in order to complete the transactions required to be performed or complied with by it prior to or at the Closing have been performed as Date, and (iii) no condition or event has occurred and is continuing or will result from execution and delivery of this Agreement or the issuance of the ClosingDebenture which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time lapse or both. (ve) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated Such other documents as of a recent datePurchaser reasonably may request.

Documentation at Closing. The Purchaser shall have received received, prior to or at the Closing Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchaser and its counsel, if any, and each of the following events shall have occurred, or each of the following documents shall have been delivered or otherwise have been made available, prior to or simultaneous with the Closing: (ia) A copy Copies of (1) the Certificate Articles of Incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, a copy of filing thereof; (2) the resolutions of the Board of Directors of the Company evidencing providing for the approval of this Agreement, the issuance of the Shares Shares, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of (3) the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company Company, as of the date of the Closing, to be true, complete and correct in every particular, correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Shares. (iib) A customary opinion of counsel to the Company covering the matters set forth The Exchange Agreement shall be consummated in Exhibit A heretoaccordance with its terms without amendment or other change and all conditions thereto have been satisfied and not waived. (iiic) A certificate of the Secretary of the The Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and have delivered the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (ivd) A certificate of the President of the Company Company, dated the date of the Closing, stating (A) that the representations and warranties of the Company contained in Article II hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all obligations and covenants and conditions in this Agreement required to be performed prior to or at on the date of the Closing have been performed as of the time of the Closing. (ve) A Certificate of Good Standing for The Company shall have obtained all consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the agreements and instruments executed and delivered by the Company from in connection herewith, to issue the Secretary Shares and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of State this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith and the issuance of the State of Delaware, dated as of a recent dateShares shall have been made or taken.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance reasonably satisfactory to the PurchaserPurchaser and its counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy of the Certificate of Incorporation of the Company, certified by as amended and restated in connection herewith (the Secretary "Restated Certificate of State Incorporation") to date, together with such evidence as may be available of the State of Delaware, filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Company evidencing Restated Certificate of Incorporation in the form attached as Exhibit 2.02(a), the approval of this Agreement, the issuance of the Shares Preferred Shares, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Certificate of Incorporation; and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Preferred Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivc) A certificate of the President or Chairman and the Treasurer of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article III hereof are true true, accurate and correct correct, in all material respects at the date hereof and respects, as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing. (vd) A The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (e) The Restated Certificate of Good Standing for the Company from Incorporation shall have been filed with the Secretary of State of the State of Delaware. (f) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company shall have been provided to the Purchaser. (g) The DLB License Agreement shall have been executed by the Company in the form of Exhibit 2.02(g) hereto. (h) A Voting and Stock Restriction Agreement shall have been executed in the form attached as Exhibit 2.02(h) hereto, dated pursuant to which, among other things, the right of Purchaser (as holder of a recent datethe Preferred Stock) to elect and designate one (1) member of the Board of Directors shall be evidenced. (i) The Marketing Agreement shall have been executed by the Company in the form of Exhibit 2.02(i) hereto. (j) An opinion letter issued by counsel to the Company, in form and substance reasonably satisfactory to the Purchaser, shall have been delivered to the Purchaser. (k) The Registration Rights Agreement shall have been executed by the Company in the form of Exhibit 2.02(k) hereto. (1) A copy of the financial statements of the Company for the year ended December 31, 1996, certified without exception or qualification by the Company's independent auditors, shall have been delivered to the Purchaser.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchasers and their counsel: (i) A copy of the Certificate of Incorporation of the CompanyRestated Certificate, certified by the Secretary of State of the State of DelawareDelaware as of a recent date, a copy of the resolutions votes of the Board of Directors evidencing the adoption of the Company evidencing Restated Certificate, the approval of this Agreement, the Financing Documents (as defined below), the Management Rights Letters, the Indemnification Agreements, the issuance of the Series B Preferred Shares and the other matters contemplated hereby, a copy of the votes of the stockholders of the Company evidencing the adoption of the Restated Certificate, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Series B Preferred Shares. (ii) A customary An opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Company covering the matters Company, in a form set forth in Exhibit A hereto2.1(c)(ii). (iii) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Series B Preferred Stock, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iv) A certificate of the President of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article 3 hereof in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing, unless otherwise waived by the Purchasers. (v) A Fourth Amended and Restated Stockholders Agreement among the Company and the other parties thereto in the form set forth in Exhibit 2.1(c)(v) (the “Stockholders Agreement”) duly executed and delivered by the parties named therein. (vi) A Certificate of Good Standing for the Company from certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company’s business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than five (5) Business Days prior to the Closing Date. (vii) A Fifth Amended and Restated Investor Rights Agreement in the form set forth in Exhibit 2.1(c)(vii) (the “Investor Rights Agreement”) duly executed and delivered by the parties named therein. (viii) Management rights letters substantially in the form attached hereto as Exhibit 2.1(c)(viii) (the “Management Rights Letter”) duly executed and delivered by the parties named therein. (ix) Indemnification agreement substantially in the form attached hereto as Exhibit 2.1(c)(ix) (the “Indemnification Agreements”) duly executed and delivered by the Company and the parties named therein. (x) Executed proprietary information/assignment of inventions agreements from all current and former Key Employees to the Company.

Documentation at Closing. The Purchaser shall have received received, prior to or at the Closing Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to Purchaser and its counsel, or each of the Purchaserfollowing documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy Copies of (1) the Certificate certificate of Incorporation incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, a copy of filing thereof; (2) the resolutions of the Board of Directors of the Company evidencing providing for the approval of this Agreementthe Certificate of Designation, the approval of the Transaction Documents, the issuance of the Shares and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of (3) the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company Company, as of the date of the Closing, to be true, complete and correct in every particularcorrect, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiii) A certificate of the Secretary or an Assistant Secretary of the Company Company, dated the date of the Closing, which shall certify the names of the officers of the Company authorized to sign this Agreement, ; (ii) A certificate evidencing the certificate for the Shares Purchased Shares; and (iii) Any and all the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (ivc) A certificate of the President and the Treasurer of the Company Company, dated the date of the Closing, stating (A) that the representations and warranties of the Company contained in Article II hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all obligations and covenants and conditions in this Agreement required to be performed prior to or at the Closing have been performed as of the time of Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser Noteholders shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserNoteholders and their special counsel: (ia) A copy Certified copies of all charter documents of the Certificate of Incorporation of the Company, Company and its Subsidiaries; certified by the Secretary of State of the State of Delaware, a copy copies of the resolutions of the Board boards of Directors directors and, to the extent required, the shareholders of the Company and its Subsidiaries evidencing the approval of this Agreement, the issuance of the Shares other Transaction Documents and the all other matters contemplated hereby, hereby and a copy thereby; and certified copies of the Bylaws By laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and ; certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the other Transaction Documents and the Sharesall other matters contemplated hereby or thereby. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary of the Company and its Subsidiaries which shall certify the names of the officers of the Company and its Subsidiaries authorized to sign this Agreement, the certificate for the Shares other Transaction Documents and the any other documents, instruments documents or certificates to be delivered pursuant to this Agreement hereto or thereto by the Company and its Subsidiaries or any of its their respective officers, together with the true signatures of such officers. The Noteholders may conclusively rely on such certificate(s) until they shall receive a further certificate of the Secretary of the Company and its Subsidiaries canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivc) A certificate of the President from a duly authorized officer of the Company stating that (Ai) that the representations and warranties contained in Article V hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct correct, (ii) no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the Transaction Documents which constitutes an Event of Default or Unmatured Event of Default and (iii) all the conditions set forth in all material respects at this Article III have been satisfied (other than those, if any, waived by the date hereof Noteholders in writing). (d) The Convertible Notes duly executed by the Company and as registered in the name of the Closing with Noteholders. (e) Payment for the same force costs, expenses, taxes and effect filing fees identified in Section 9.4 as though all such representations and warranties had been made as of to which the Closing, and (B) that all covenants and conditions required to be performed Noteholder gives the Company notice prior to or at the Closing have been performed as of the Closing. (vf) A Certificate solvency certificate from the chief executive officer of Good Standing for the Company from addressed to the Secretary Noteholder and dated the Closing Date and supporting the conclusion, that, after giving effect to the transactions contemplated in the Stock Purchase Documents, the Subordinated Notes Documents and the incurrence of State of all financing contemplated herein and therein, the State of Delaware, dated Company will not be left with unreasonably small capital with which to engage in its business and will not have incurred debts beyond its ability to pay such debts in the ordinary course as of a recent datethey mature and become due. (g) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Noteholders or its special counsel may reasonably request.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchasers and their counsel: (i) A copy of the Certificate of Incorporation of the CompanyThe following documents, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all each of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular: (i) a copy of the Restated Certificate, and certified copies by the Secretary of all documents State of the State of Delaware as of a recent date; (ii) a resolutions adopted by the Board of Directors evidencing other necessary corporate or other action and governmental approvalsthe adoption of the Restated Certificate, if anythe approval of this Agreement, with respect to this Agreement the Financing Documents (as defined below), the issuance of the Series C Preferred Shares and the Shares.other matters contemplated hereby; (iii) resolutions adopted by the stockholders of the Company (or a written consent signed by the stockholders of the Company) evidencing the adoption of the Restated Certificate; and (iv) a copy of the Bylaws of the Company; (ii) A customary An opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Company covering the matters Company, in a form set forth in Exhibit A hereto2.1(c)(ii). (iii) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Series C Preferred Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers.. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (iv) A certificate of the President of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement ARTICLE 3 hereof in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing., unless otherwise waived by the Purchasers; (v) A Fifth Amended and Restated Stockholders Agreement among the Company and the other parties thereto in the form set forth in Exhibit 2.1(c)(v) (the “Stockholders Agreement”) duly executed and delivered by the parties named therein; (vi) A Certificate of Good Standing for the Company from certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company’s business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than five (5) Business Days prior to the Closing Date; (vii) A Sixth Amended and Restated Investor Rights Agreement in the form set forth in Exhibit 2.1(c)(vii) (the “Investor Rights Agreement”) duly executed and delivered by the parties named therein.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserPurchaser and its counsel: (iA) A certified copy of the Certificate of Incorporation all charter documents of the Company, ; a certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company evidencing the approval of this Agreement, the issuance of Notes, the Shares Warrants, and the other matters contemplated hereby, and ; a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and the SharesWarrants. (iiB) A customary favorable opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, as to the Company covering the matters set forth in Exhibit A hereto2.02(b), and as to such other matters as the Purchaser, or its counsel, may reasonably request. (iiiC) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company Company, authorized to sign this Agreement, the certificate for Notes, the Shares Warrants and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company Company, or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificates until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivD) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at and that no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the date hereof Notes or the Warrants which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (E) A certificate, in the form attached as Exhibit 3.15 hereto, shall have been executed and as delivered by a duly authorized officer of the Closing with Company. (F) Payment for the same force costs and effect expenses identified in Section 8.04 as though all such representations and warranties had been made as of to which the Closing, and (B) that all covenants and conditions required to be performed Purchaser gives the Company notice prior to or at the Closing have been performed as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Purchasers and all of the following events shall have occurred prior to or simultaneously with the Closing. (ia) A copy of the Certificate of Incorporation Charter of the Company, Company certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary favorable opinion of counsel Counsel to the Company covering the as to matters set forth in Exhibit A 3.02B hereto. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify (a) attesting to the names incumbency of the officers of the Company authorized and their authority to sign this Agreement, the certificate certificates for the Purchased Shares and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (b) certifying a copy of the resolutions of the Board of Directors and the stockholders of the Company, evidencing approval of this Agreement, the amendment or restatement of the Charter, the authorization for issuance of the Purchased Shares and other matters contemplated hereby; (c) certifying a copy of the By-laws of the Company; and (d) certifying copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Purchased Shares, including the qualification of the Company to do business in the Commonwealth of Massachusetts. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article IV hereof are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as performed, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the issuance of the ClosingPurchased Shares which constitutes an event of default or would constitute an event of default but for the requirement that notice be given or time elapse or both. (ve) A Certificate of Good Standing for Fifth Amended and Restated Stockholders Agreement in the form and substance set forth in Exhibit 3.02E hereto, executed by the parties named therein (the "Stockholders Agreement"). (f) A Fifth Amended and Restated Registration Rights Agreement in the form and substance set forth in Exhibit 3.02F hereto, executed by the Company from and the Secretary of State of the State of Delaware, dated as of a recent dateparties named therein.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the such Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Purchasers and Purchasers' Special Counsel, and all of the following events shall have occurred prior to or simultaneous with the Initial Closing hereunder. (ia) A copy of the Certificate of Incorporation all Charter documents of the Company, Company certified by the Secretary of State of the State of Delaware, ; a certified copy of the resolutions of the Board of Directors and the stockholders of the Company company evidencing the approval of this Agreement, the restatement of the Charter, the authorization for issuance of the Purchased Shares and the other matters contemplated hereby, and ; a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Purchased Shares. (iib) A customary An opinion of counsel Counsel to the Company covering the as to matters set forth in Exhibit A 3.02B hereto. In rendering such opinion, such counsel may require and, to the extent they deem necessary or appropriate, may rely upon, representations and warranties made in certificates of officers of the Company and representations and warranties of the Company and Purchasers contained herein. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Purchased Shares and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties of the Company contained in Article IV hereof or otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Initial Closing have been performed as in all material respects, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the issuance of the ClosingPurchased Shares which constitutes an event (e) Amendment No. 3 to the Amended and Restated Stockholder Agreement in the form and substance set forth in Exhibit 3.02E hereto, shall have been executed by the parties named therein. (vf) A Certificate of Good Standing for Employee Confidentiality, Non-competition and Intellectual Property Assignment Agreements in or substantially in the form and substance set forth in Exhibit 3.02F hereto shall have been executed by the Company from and each Key Employee. (g) The Amended and Restated Registration Rights Agreement in the Secretary form and substance set forth in Exhibit 3.02G hereto shall have been executed by the Company and the parties named therein. (h) The Board of State Directors of the State Company shall consist of Delawarenot more than seven (7) members, dated as of a recent datespecified in the Stockholders Agreement. (i) The Company shall have performed all its other covenants and agreements in all material respects set forth in this Agreement.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing Initial Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchasers and their special counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy certificate of the Certificate of Incorporation Secretary or an Assistant Secretary of the Company, certified dated the Initial Closing Date, (i) attesting to all corporate and stockholder action taken by the Secretary of State of the State of Delaware, a copy of Company including the resolutions of the Board of Directors of the Company evidencing authorizing (A) the approval of the Certificate of Designations, (B) the execution, delivery and performance by the Company of this Agreement and each Related Agreement, (C) the issuance of the Shares Securities and (D) the execution, delivery and performance by the Company of all other agreements or matters contemplated herebyhereby or executed in connection herewith, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify certifying the names and true signatures of the officers of the Company authorized to sign this Agreement, each Related Agreement, the certificate certificates for the Series B-2 Preferred Shares and the Warrants and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officershereto and thereto, together with the true signatures of such officersofficers and (iii) verifying that the Certificate of Incorporation and the restated By-laws (as attached thereto) are true, correct and complete as of the Initial Closing Date. (ivb) A certificate of the President and the Treasurer of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true true, correct and correct in all material respects at the date hereof and complete as of the Initial Closing with the same force Date and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Initial Closing have been performed as of the Initial Closing. (vc) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Initial Closing to execute and deliver this Agreement, each Related Agreement, the Securities and the other agreements and instruments executed and delivered by the Company in connection herewith and therewith and to carry out the transactions contemplated hereby and thereby, including, without limitation, the Waiver in the form set forth in Schedule 2.02(c) (the "Waiver") which shall have been executed and delivered by the holders of a majority of the outstanding shares of Series B Preferred Stock, and all such consents and waivers shall be in full force and effect at the Initial Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, each Related Agreement, the Securities and the other agreements and instruments executed and delivered by the Company in connection herewith and therewith shall have been made or taken. (d) No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced and no investigation by any governmental authority shall have been threatened against the Company, any Subsidiary, or any of the officers or directors of the Company or such Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement or any Related Agreement or seeking damages in connection with such transactions. (e) The Certificate of Designations of the Company setting forth, without limitation, the designations, preferences, powers, qualifications, special or relative rights and privileges of the Series B-2 Preferred Stock (the "Certificate of Designations"), in the form of Schedule 2.02(e) shall have been filed with the Secretary of State of Nevada. (f) The members of the Board of Directors immediately following the Initial Closing shall consist of Xxxxxx Xxxxxxxx and Xxx Xxxxxxxx, and three vacancies to be filled in accordance with the terms of the Stockholders Agreement. The Board of Directors shall have taken all actions necessary to comply with the provisions of the Stockholders Agreement. (g) A Certificate of Good Standing for the Company from the Secretary of State of the State of DelawareNevada with respect to the Company, dated as to the due incorporation and good standing of the Company, and a recent datecertificate of the Secretary of State of the State of New York, as to the Company's qualification to do business as a foreign corporation, shall have been provided to the Purchasers and their special counsel. (h) Payment for the costs, attorneys' fees, consulting fees, expenses, taxes and filing fees identified in Section 6.04. (i) Each of the employees listed on Schedule 2.02 (i) and each of the Key Employees shall have entered into Nondisclosure, Assignment of Inventions and Non-Solicitation Agreements in form and substance reasonably satisfactory to the Purchasers, and each of the Key Employees shall have entered into employment agreements and stock option agreements with the Company (on mutually acceptable terms), and copies of all such agreements shall have been delivered to the Purchasers and all such agreements shall be in full force and effect. (j) Each of the Purchasers, the Company and the other parties thereto shall have entered into a Stockholders Agreement in the form attached as Schedule 2.02(j) hereto (the "Stockholders Agreement") and such agreement shall be in full force and effect. (k) No Purchaser shall have failed to execute and deliver this Agreement or to accept delivery of or make payment for the Securities to be purchased by such Purchaser on the Initial Closing Date. (l) The By-laws of the Company shall have been restated in form and substance reasonably satisfactory to the Purchasers. (n) All proceedings taken in connection with the issuance and sale of the Securities and all documents and papers relating thereto shall be reasonably satisfactory in form and substance to the Purchasers. Each Purchaser shall have received copies of such documents and papers as such Purchaser may reasonably request in connection with this Agreement, each Related Agreement and the Securities. (o) The Company shall have delivered the Disclosure Letter in form and substance satisfactory to the Purchasers, in their sole discretion.

Documentation at Closing. The Purchaser Investors shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserInvestors and their counsel, and all of the following events shall have occurred prior to or simultaneous with the Closing hereunder: (ia) A copy of the Certificate of Incorporation all charter documents of the Company, Seller and the Company certified by the Secretary of State of the State their respective states of Delawareincorporation, a certified copy of the resolutions of the Board board of Directors directors and, if required, the shareholders of the Company Seller and stockholders of the Company, evidencing the approval of this Agreement, the issuance of the Shares Agreement and the all other matters contemplated hereby, and a certified copy of the Bylaws bylaws of the Seller and the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the SharesMerger. (iib) A customary An opinion of Fenwick & West, counsel for the Seller, as to such matters as counsel to the Company covering the matters set forth in Exhibit A heretoInvestors may reasonably request. (iiic) A certificate of the Secretary or an Assistant Secretary of the Seller stating the names of the officers of the Seller authorized to sign this Agreement and the other documents or certificates to be delivered pursuant to this Agreement by the Seller or any of its officers, together with the true signatures of such officers. A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Agreement and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Investors, Holdco and Holdco Sub may conclusively rely on such certificates until they shall receive a further certificate of the Secretary or Assistant Secretary of the Seller or the Company, as the case may be, canceling or amending a prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate from the Chief Executive Officer of the President of the Company Seller stating (A) that the representations and warranties of the Seller and the Company contained in Article III hereof and otherwise made by the Seller or the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at as of the date hereof and as of the Closing with the same force and effect date of Closing, as though all if such representations and warranties had been were made as on the date of the Closing, and (B) that all covenants and conditions required to be performed by the Seller or the Company prior to or at the Closing have been performed performed, and, to the best of such Person's knowledge, that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement, which is a breach by the Seller or the Company of a material term hereof or would constitute a breach by the Seller or the Company of a material term hereof but for the requirement that notice be given or time elapse or both. A certificate from the President of the Company stating that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct as of the date hereof and as of the date of Closing, as if such representations and warranties were made on the date of Closing, and that all conditions required to be performed by the Company prior to or at the Closing have been performed, and, to the best of such Person's knowledge, that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement, which is a breach by the Company of a material term hereof or would constitute a breach by the Company of a material term hereof but for the requirement that notice be given or time elapse or both. (ve) An Invention Assignment and Non-Disclosure Agreement between each Key Employee of the Company and the Company in the form set forth in Exhibit 4.4A hereto shall have been executed and delivered by such Key Employee and the Company and shall be in full force and effect and binding upon the parties thereto. (f) A Certificate Registration Rights Agreement in the form set forth in Exhibit 4.4B hereto shall have been executed and delivered by the Seller and the management of Good Standing the Company and shall be in full force and effect and binding upon the parties thereto, assuming execution and delivery thereof by the Investors and Holdco. (g) A Stockholders Agreement in the form set forth in Exhibit 4.4C hereto shall have been executed and delivered by the Seller and the management of the Company and shall be in full and effect and binding upon the parties thereto, assuming execution and delivery thereof by the Investors and Holdco. (h) An Escrow Agreement, mutually acceptable in form and substance to the Seller and the Investors and providing for an escrow of $4,700,000 for satisfaction of any claim for indemnification by the Investors, the Company and Holdco against the Seller pursuant to Article X hereof, shall have been executed and delivered by the Seller. Subject to any indemnification paid to Holdco, the Company or the Investors pursuant to Article X hereof, such Escrow Agreement shall specify that the escrow funds be released to the Seller, and not any other Person, as follows: (i) 50% of the amount initially placed in escrow shall be released after both (A) the Year-End Balance Sheet becomes final and binding in accordance with Section 1.5(b) and (B) the payment of any amount due to the Investors in accordance with Section 1.5(c) and (ii) the remainder of the amount initially placed in escrow (the "Escrow Remainder") shall be released to the Seller, and not any other Person, on the later of (C) the date six months after the date of the Closing and (D) the date of a final, non-appealable order dismissing with prejudice the EFI Litigation. Notwithstanding the foregoing, the Escrow Remainder shall be released to the Seller, and not to any other Person, if, at any time after the first anniversary of the date of the Closing, each of the three following conditions are true: (X) the consolidated net worth of the Seller, as determined in accordance with GAAP, is greater than $5,000,000, (Y) the Seller has reported positive net income in each of its two most recently regularly prepared quarterly financial statements, and (Z) to the best knowledge of the Seller, there are no facts or circumstances that have occurred or that are reasonably likely to occur, that, taken in aggregate, that could reasonably be expected to reduce the consolidated net worth of the Seller, as determined in accordance with GAAP, to an amount less than $5,000,000 within the next twelve months. In addition, if the Investors reasonably and in good faith determine that the maximum potential Investor Damages (as defined in Section 10.1 hereof) that could result from the EFI Litigation is less than $2,000,000, then the amount of the Escrow Remainder exceeding such maximum potential Investor Damages shall be released to the Seller, and not to any other Person. The terms of such Escrow Agreement shall provide that the escrow amount be kept under the possession and control of an independent financial institution in a separate account of such institution, and that Holdco have a perfected security interest in the escrow account and the status of a first-priority secured creditor with respect to the escrow account. Such Escrow Agreement shall be in full force and effect and binding on the parties thereto, assuming execution and delivery by the Investors and Holdco. (i) A Restricted Stock Purchase Agreement, providing for the Company from purchase of 152,500 shares of Holdco Common Stock by the Secretary of State management of the State Company at a purchase price of Delaware$0.04 per share prior to the Effective Time, dated subject to vesting and otherwise mutually agreeable in form and substance to the Seller and the Investors, shall have been executed and delivered by the management of the Company. Such Stock Purchase Agreement shall specify vesting of 50% of the shares purchased by each member of management on the first anniversary of purchase, and straight-line monthly vesting for the remainder of shares over the following two years. Such agreement shall be in full force and effect and binding upon the parties thereto, assuming execution and delivery thereof by Holdco. (j) An opinion of patent counsel, addressed to Holdco, the Company and the Seller, of non-infringement by the Seller and the Company of U.S. Patent No. 4,941,038, in form and substance acceptable to the Investors and their legal counsel, which acceptance shall not be unreasonably withheld. (k) Such UCC financing statements shall have been filed with respect to the escrow account established pursuant to the Escrow Agreement referenced in clause (h) above, as may be necessary to ensure that Holdco has obtained the status of a recent datesecured creditor with respect thereto. (l) To the extent considered reasonably necessary by the Investors, consents of the creditors of the Seller and any other consents to the transactions contemplated hereby shall have been obtained.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserPurchaser and its counsel: (ia) A certified copy of the Certificate of Incorporation all charter documents of the Company, ; a certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company evidencing the approval of this Agreement, the issuance of the Shares Notes, and the other matters contemplated hereby, and ; a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and Agreement, the SharesNotes. (iib) A customary favorable opinion of Xxxxxx, X’Xxxxxxx, XxXxxxxx & Xxxxxx, LLP, counsel for the Company, as to the Company covering the matters set forth in Exhibit A heretoSchedule 2.02(b), and as to such other matters as the Purchaser, or its counsel, may reasonably request. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company Company, authorized to sign this Agreement, the certificate for the Shares Notes, and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company Company, or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificates until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at and that no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement or the date hereof Notes which constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (e) A certificate, in the form attached as Schedule 3.15 hereto, shall have been executed and as delivered by a duly authorized officer of the Closing with Company. (f) Payment for the same force costs and effect expenses identified in Section 7.04 as though all such representations and warranties had been made as of to which the Closing, and (B) that all covenants and conditions required to be performed Purchaser gives the Company notice prior to or at the Closing have been performed as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance reasonably satisfactory to the PurchaserPurchaser and its counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (i) A copy of the Restated Certificate of Incorporation of the Company, as amended or restated to date, certified by the Delaware Secretary of State as of the State most recent practical date, together with such evidence as is satisfactory to the Purchaser of Delaware, the filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Restated Certificate of Incorporation of the Company evidencing in the form attached as Exhibit A, the approval of this Agreement, the issuance of the Shares and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Certificate of Incorporation of the Company; and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Series E Preferred Shares. (ii) A customary The favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to for the Company covering Company, in the matters form set forth in Exhibit A hereto2.02(b). (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares and the other documents, instruments Series E Preferred Stock or certificates Common Stock to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers.be (iv) A certificate of the President and the Treasurer of the Company stating (A) that the representations and warranties made by the Company condition set forth in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had Section 2.01(a) has been made as of the Closingsatisfied, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing. (v) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Series E Preferred Shares (or shares of Common Stock) and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the Series E Preferred Stock and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (vi) A Certificate of Good Standing for the Company from the Secretary of State of the State of DelawareDelaware as to the due incorporation and good standing of the Company and a certificate of the Secretary of State of each jurisdiction in which the Company is required to qualify to do business as a foreign corporation shall have been provided to the Purchaser. (vii) Payment for the costs, dated as of a recent dateexpenses, taxes and filing fees identified in Section 8.04.

Documentation at Closing. The Purchaser Purchasers shall have received prior ------------------------ to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance reasonably satisfactory to the PurchaserPurchasers and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (i) A certified copy of the Restated Certificate of Incorporation of the Company, certified by as amended or restated to the Secretary of State date of the State of Delaware, Closing; a copy of the resolutions of the Board of Directors of the Company evidencing providing for the approval of this AgreementAgreement and the Related Agreements, the issuance of the Shares and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of the Bylaws Restated By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares.correct; (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers.; (iviii) A certificate of the President of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article II hereof are true and correct in all material respects at the date hereof when made and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, other than the representations and (B) warranties which are qualified by "materiality" or "Company Material Adverse Effect," which shall be true, accurate and correct in all respects and that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing.in all material respects; (viv) A Certificate of Good Standing for the Company from the Secretary of State of the State of DelawareDelaware as to the due incorporation and good standing of the Company; (v) A legal opinion from counsel to the Company, dated in form and substance reasonably satisfactory to the Purchasers and covering such customary matters as the Purchasers may reasonably request; (vii) A cross-receipt, in form and substance reasonably satisfactory to the Purchasers, pursuant to which the Purchasers acknowledge receipt of a recent datethe Shares and the Company acknowledges receipt of the Purchase Price and directs allocation and payment be made thereof in accordance with the provisions of the Marketing Agreement.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchasers and their counsel: (ia) A copy of the Amended and Restated Certificate of Incorporation of the Company, certified by the Secretary of State state secretary of the State of DelawareDelaware as of a date not more than seven (7) days prior to the Closing date, a copy of the resolutions votes of the Board of Directors evidencing the adoption of the Company evidencing Amended and Restated Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares Series D Preferred Stock and the Warrants and the other matters contemplated hereby, a copy of the votes of the stockholders of the Company evidencing the adoption of the Amended and Restated Certificate of Incorporation, and approval of each of the other matters set forth for their approval in the Proxy Statement, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the Shares and the SharesWarrants. (iib) A customary An opinion of Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.03B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Series D Preferred Stock, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) The Amended and Restated Certificate of Incorporation of the Company shall provide for the rights and preferences of the Series D Preferred Stock, and for the amendment of the rights and preferences of the Series B Preferred Stock, as set forth in Exhibit 1.01A attached hereto. (f) A Stockholders Agreement in the form set forth in Exhibit 2.03F (the "Stockholders Agreement") duly executed and delivered by the parties named therein. (g) A Certificate of Good Standing for the Company from certified by the Secretary of State state secretary of the State of Delaware, dated Delaware as of a recent date not more than three (3) business days prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company's business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than three (3) business days prior to the Closing date. A certificate of good standing or other document similar in substance for each of the Company's Subsidiaries issued by the appropriate government official of all of the jurisdictions of incorporation and jurisdictions of foreign qualification or licensing of such Subsidiaries. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 5.04. (i) An Investor Rights Agreement in the form set forth in Exhibit 2.03I (the "Investor Rights Agreement") duly executed and delivered by the parties named therein. (j) A copy of the Bylaws of the Company, which shall be in form and substance reasonably satisfactory to the Purchasers and their special counsel and which shall include the provisions set forth in Section 13(a)(xi) of the Investor Rights Agreement. (k) A Proprietary Information and Inventions Agreement in the form set forth in Exhibit 2.03K duly executed and delivered by each of the Key Employees of the Company. (l) Participation of the Creafund Group in the Closing through (i) the surrender to the Company of all outstanding promissory notes and debentures issued by the Company to such Persons or any related parties and (ii) conversion of such Persons' ownership interest in Voxware Europe, in each case on the terms set forth in this Agreement and in accordance with the terms of the Creafund Exchange Agreement. (m) Participation of all holders of Series B Preferred Stock in the Closing through the amendment of the rights, preferences and other terms of the Series B Preferred Stock, in each case on the terms set forth in this Agreement and in accordance with the terms of the Series B Exchange Agreement. (n) Participation of all holders of Series C Preferred Stock in the Closing through the surrender to the Company of all outstanding shares of Series C Preferred Stock and certain outstanding warrants to purchase shares of Common Stock, in each case on the terms set forth in this Agreement and in accordance with the terms of the Series C Exchange Agreement. (o) Cancellation of all outstanding warrants issued by the Company prior to the Closing except warrants exercisable for (i) 325,000 shares of Common Stock issued to InRoad, Inc., with an exercise price of $0.032 per share, (ii) 50,000 shares of Common Stock issued to Stratos Product Development, LLC, with an exercise price of $0.032 per share, (iii) 50,000 shares of Common Stock issued to Institutional Finance Group, LLC, with an exercise price of $3.44 per share, (iv) 79,681 shares of Common Stock issued to Xxxx Xxxxxxx, with an exercise price of $0.1255, (v) 29,880 shares of Common Stock issued to Burnbrae Ltd., with an exercise price of $0.1255, (vi) 9,960 shares of Common Stock issued to Diathermi Investment Ltd., with an exercise price of $0.1255, (vii) 39,840 shares of Common Stock issued to Xxxx Xxxxxxxxx Xxxxxx-Xxxxx, with an exercise price of $0.1255, (viii) 59,761 shares of Common Stock issued to Pictet Private Equity Investors SA, with an exercise price of $0.1255, (ix) 278,884 shares of Common Stock issued to Oracle Management, with an exercise price of $0.1255, and (x) 39,840 shares of Common Stock issued to Xxxxx Xxxxxxx, with an exercise price of $0.1255. (p) Each holder of Series B Preferred Stock, Series C Preferred Stock and any other capital stock of the Company shall have waived all its respective cash redemption rights, pre-emptive rights, rights of first refusal, co-sale rights and anti-dilution protections, as applicable, with respect to the transactions contemplated hereby and by the other Financing Documents. (q) Participation of the Purchasers specified on Exhibit 1.01 hereto to participate in the Closing on the terms set forth in this Agreement. (r) A Settlement Agreement and Mutual Release in the form set forth in Exhibit 2.03R (the "Settlement Agreement") duly executed and delivered by the parties named therein with respect to certain claims against the Company by Castle Creek. (s) A Consulting Agreement and a Release, each in the form set forth in Exhibit 2.03S and each duly executed and delivered by the parties named therein, with respect to certain consulting services to be performed by Xxxx Xxxxxxxxxxxx for the Company and certain claims against the Company by Xxxx Xxxxxxxxxxxx, respectively.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchaser and its counsel: (ia) A copy of the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), certified by the Secretary of State state secretary of the State of Delaware, Delaware as of a date not more than three (3) days prior to the Closing date and a copy of the resolutions votes of the Board of Directors evidencing the adoption of the Company evidencing Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares Series A Preferred Stock and the other matters contemplated hereby, a copy of the votes of the stockholders of the Company evidencing the adoption of the Certificate of Incorporation and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.03B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Series A Preferred Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions -4- contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) The Certificate of Incorporation of the Company shall provide for the designation of the rights and preferences of the Series A Preferred Stock, in the form set forth in Exhibit 1.01A attached hereto. (f) A Certificate of Good Standing for the Company from certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date not more than three (3) days prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company’s business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than three (3) days prior to the Closing date. (g) Payment for the costs and expenses identified in Section 6.04. (h) A Shareholders Agreement in the form set forth in Exhibit 2.03H (the “Shareholders Agreement”) duly executed and delivered by the parties named therein. (i) An Investor Rights Agreement in the form set forth in Exhibit 2.03I (the “Investor Rights Agreement”) duly executed and delivered by the parties named therein. (j) A Registration Rights Agreement in the form set forth in Exhibit 2.03J duly executed and delivered by parties named therein. (k) A Purchase Option Agreement in the form set forth in Exhibit 2.03K duly executed and delivered by the parties named therein. (l) A copy of the Bylaws of the Company, which shall be in form and substance reasonably satisfactory to the Purchaser and its counsel.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchasers and their counsel: (ia) A copy of the Amended and Restated Certificate of Incorporation of the Company, as amended, certified by the Secretary of State of the State of DelawareDelaware as of a date not more than seven (7) days prior to the Closing date, a copy of the resolutions of adopted by the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares Series D Preferred Stock and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.03A attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Series D Preferred Stock, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) An Amendment No. 1 to the Investor Rights Agreement in the form set forth in Exhibit 2.03B duly executed and delivered by the parties named therein. (f) An Amendment No. 1 to the Stockholders Agreement in the form set forth in Exhibit 2.03C duly executed and delivered by the parties named therein. (g) A Certificate of Good Standing for the Company from certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date not more than three (3) business days prior to the Closing date. (h) Payment for the costs, expenses, taxes and filing fees identified in Sections 5.04 and 5.13. (i) Participation of the Purchasers specified on Exhibit 1.01 hereto in the Closing on the terms set forth in this Agreement.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iviii) A certificate of the President or Chief Executive Officer of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing and that all the representations and warranties contained in Section 3 herein are true and correct as of the Closing. (viv) A Certificate Certificates of Good Standing and Existence for the Company from the Secretary Secretaries of State of the State States of DelawareDelaware and Washington, dated as of a recent datethe case may be.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (ia) A copy of the Certificate of Incorporation of the CompanyCompany (the "CERTIFICATE OF INCORPORATION"), certified by the Secretary of State of the State of DelawareDelaware together with a certified copy of the Certificate of Designation of the Series F Preferred Stock, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Company's Certificate of Designation of the Series F Preferred Stock, the approval of this Agreement, the issuance of the Preferred Shares and the other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary The opinion of Hale xxx Dorr XXX, counsel to the Company covering Company, in the matters set forth in Exhibit A form of EXHIBIT 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) A Certificate Certificates of Good Standing for the Company from the Secretary Secretaries of State of the State States of DelawareDelaware and California, dated as and the Commonwealth of a recent dateMassachusetts shall have been provided to the Purchaser. (f) The Company and the Purchaser shall have entered into Broadband Streaming Initiative Agreement.

Documentation at Closing. The Purchaser Par shall have received prior to or at the each Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPar and their counsel: (i) A copy of the Certificate of Incorporation of the CompanyCorporation, certified by the Secretary secretary of State state of the State of DelawareDelaware as of a date not more than seven (7) business days prior to each Closing date, a copy of the CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY ITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION resolutions of the Board of Directors evidencing the authorization for the Restated Certificate of the Company evidencing Incorporation attached to this Agreement as Exhibit A, the approval of this Agreement, Agreement and the issuance of the Shares and the other matters contemplated hereby, a copy of the resolutions of the stockholders of the Corporation evidencing the authorization for the Restated Certificate of Incorporation attached to this Agreement as Exhibit A, and a copy of the Bylaws of the CompanyCorporation, all of which shall have been certified by the Secretary of the Company Corporation to be true, complete and correct in every particularparticular and all resolutions shall not be amended and shall be in full force and effect. Alternatively, and certified copies at each individual Closing, the Corporation may deliver to Par a certificate, executed by an officer of the Corporation, stating in effect that all of such documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect that are required to be delivered to Par at that Closing pursuant to this Agreement Section 7(i) are the same as the documents that were previously delivered to Par pursuant to a previous Closing and the Sharesthat such documents are still in force and effect. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate Certificates of the Secretary of the Company which shall certify Corporation and of Holding certifying the names of the officers of the Company Corporation and Holding authorized to sign this Agreement, the certificate certificates for the Shares applicable Shares, and the other documents, instruments or certificates required to be delivered pursuant to this Agreement by the Company Corporation and Holding or any of its their officers, together with the true signatures of such officers. Alternatively, at each individual Closing, the Corporation and Holding may deliver to Par a certificate, executed by an officer of the Corporation and of Holding, stating in effect that all of such documents that are required to be delivered to Par at that Closing pursuant to this Section 7(ii) are the same as the documents that were previously delivered to Par pursuant to a previous Closing and that such documents are still in force and effect. (iii) Certificates of the Presidents of the Corporation and Holding stating that to their Knowledge the representations and warranties of the Corporation and Holding set forth in Article 11 below are true and correct as of the date of the applicable Closing and that to their Knowledge all conditions set forth in this Agreement required to be performed or complied with by it prior to or at that Closing have been performed or complied with by it as of that Closing. (iv) A certificate The Restated Certificate of Incorporation of the President of Corporation in the Company stating (A) that the representations and warranties made by the Company in form attached to this Agreement are true and correct in all material respects at the date hereof and as of the Closing Exhibit A shall have been filed with the same force and effect as though all such representations and warranties had been made as Delaware Secretary of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the ClosingState. (v) A Certificate of Good Standing for the Company from Corporation certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date not more than seven (7) business days prior to each Closing date. Certificates of good standing with respect to the Corporation, certified by the respective state officer of the states (if any) in which the conduct of the Corporation's business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than seven (7) business days prior to each Closing date. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY ITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION 7(e) QUALIFICATIONS. As of each Closing, all authorizations, approvals or permits of or filings with, any governmental authority, including state securities or "Blue Sky" offices, that are required by law in connection with the lawful sale and issuance of the Shares shall have been duly obtained by the Corporation and shall be effective as of each Closing, except for any notice that may be required subsequent to each Closing under applicable state and/or federal securities laws (which, if required, shall be filed on a timely basis).

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (ia) A copy of the Certificate certificate of Incorporation incorporation of the Company, as amended and/or restated as of the date of Closing, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws bylaws of the Company, as amended and/or restated as of the date of Closing, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Sharescorrect. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary of the Company (“Secretary’s Certificate”) which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivc) A certificate of the President or Chief Executive Officer of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants obligations and conditions required to be performed by the Company pursuant to this Agreement prior to or at the Closing have been performed in all material respects as of the Closing. (vd) A Certificate Certificates of Good Standing for the Company from the Secretary of State States of the State of DelawareDelaware and the Commonwealth of Massachusetts. (e) the Registration Rights Agreement, dated as duly executed by the Company. (f) a Lock-Up Agreement, substantially in the form of a recent dateExhibit “D” hereto (the “Lock Up Agreement”) executed by each person listed on Exhibit “E” hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date.

Documentation at Closing. The Purchaser Subscriber’s counsel shall have received on behalf of Subscriber at or prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Subscriber and its counsel, Xxxxxx, Breed, Xxxx & Xxxxxxx, P.C. (“Subscriber’s Counsel”). (a) A certificate from the Secretary of the Issuer certifying (i) the duly adopted resolutions of the Board of Directors of the Issuer unanimously authorizing and approving the execution and delivery by the Issuer of this Agreement, the remaining Loan Documents and the consummation of the transactions contemplated hereby and thereby; (ii) as to the Issuer’s certificate of incorporation, as amended to date; (iii) as to the Issuer’s By-laws, as amended to date; and (iv) as to the incumbency of the Chief Executive Officer and President of the Issuer executing the Loan Documents on behalf of the Issuer. (b) A certificate of the Chief Executive Officer and President of the Issuer certifying that (i) the representations and warranties of the Issuer set forth in this Agreement are true and correct on the Closing Date and (ii) all conditions required to be performed by the Issuer at or prior to the Closing have been so performed. (c) Any and all consents or waivers necessary on the part of the Issuer to execute and deliver this Agreement, the Note, the Warrants and the remaining Loan Documents, and to consummate the transactions contemplated hereby and thereby, which consents and waivers shall be in full force and effect as of the Closing. (d) A Certificate of the Secretary of the State of Florida as to the legal existence and corporate good standing of the Issuer. (e) A certificate of the foreign qualification good standing of the Issuer from the Secretary of State of California; provided that Issuer shall not be deemed in violation of this clause (e) unless such certificate has not been received by Subscriber that day seven days after Subscriber disburses to Issuer any portion of the Loan. (f) A copy of the Certificate certificate of Incorporation incorporation of the CompanyIssuer, as amended to date, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the SharesFlorida. (iig) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A heretoThe Note(s). (iiih) The Warrants, duly executed by the Issuer and issued to the Subscriber. (i) The warrants in the form of attached Exhibit 3.05(i) (the “Selling Agent Warrants”), duly executed by the Issuer and for issuance to First Montauk Securities Corp. (the “Selling Agent”). (j) The Patent Security Agreement, duly executed by the Issuer. (k) A certificate of insurance on Accord Form 25 complying with the Secretary terms of the Company which shall certify the names Article 11 of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivl) A certificate An escrow letter agreement in the form of the President of the Company stating (A) that the representations and warranties made attached Exhibit 3.05(l), duly executed by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the ClosingIssuer. (vm) A Certificate disbursement authorization letter in the form of Good Standing attached Exhibit 3.05(m), duly executed by the Issuer, providing in part for the Company payment from the Secretary Loan proceeds, before disbursement to Issuer, of State all costs and expenses reasonably incurred by Issuer in connection with the consummation of the State of Delaware, dated as of a recent dateLoan and other transactions contemplated by this Agreement.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Purchasers and Purchasers' Special Counsel, and all of the following events shall have occurred prior to or simultaneous with the Closing hereunder. (ia) A copy of the Certificate of Incorporation all Charter documents of the Company, Company certified by the Secretary of State of the State of Delaware, ; a certified copy of the resolutions of the Board of Directors and the stockholders of the Company company evidencing the approval of this Agreement, the restatement of the Charter, the authorization for issuance of the Purchased Shares and the other matters contemplated hereby, and ; a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Purchased Shares, in each case certified by the Secretary or Assistant Secretary. (iib) A customary An opinion of counsel Counsel to the Company covering the as to matters set forth in Exhibit A 3.02B hereto. In rendering such opinion, such counsel may require and, to the extent they deem necessary or appropriate, may rely upon, representations and warranties made in certificates of officers of the Company and representations and warranties of the Company and Purchasers contained herein. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Purchased Shares and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties of the Company contained in Article IV hereof or otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as in all material respects, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the issuance of the ClosingPurchased Shares which constitutes an event of default or would constitute an event of default but for the requirement that notice be given or time elapse or both. (ve) A Certificate The Second Amended and Restated Stockholder Agreement in the form and substance set forth in Exhibit 3.02E hereto (the "Second Amended and Restated Stockholder Agreement"), shall have been executed by the parties named therein. (g) The Third Amended and Restated Registration Rights Agreement in the form and substance set forth in Exhibit 3.02G hereto shall have been executed by the Company and the parties named therein. (h) The Board of Good Standing Directors of the Company shall consist of not more than eight (8) members, as specified in the Second Amended and Restated Stockholder Agreement. (i) The Company shall have executed and delivered to BankAmerica Ventures a Size Status Declaration on SBA Form 480 and an Assurance of Compliance on SBA Form 652, and shall have provided to BankAmerica Ventures the information requested by BankAmerica Ventures necessary for the Company from the Secretary of State of the State of Delaware, dated as preparation by BankAmerica Ventures of a recent datePortfolio Financing Report on SBA Form 1031. (j) The Company shall have performed all its other covenants and agreements in all material respects set forth in this Agreement.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser:Purchasers and their counsel, or each of the following events shall have occurred prior to or at the Closing. (ia) A certified copy of the Restated Certificate of Incorporation of the Company, certified by the Secretary Company and Articles of State Organization of the State each of Delawareits Subsidiaries, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Restated Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company and of each of the Company's Subsidiaries, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in Exhibit A form of EXHIBIT 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Purchased Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company and its Subsidiaries contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company and its Subsidiaries prior to or at the Closing have been performed or waived as of the Closing. (ve) The Restated Certificate of Incorporation of the Company shall provide for the designation of the rights and preferences of the Class A Certificate Common Stock, the Class B Common Stock, the Series A Preferred Stock and the Series B Preferred in the form set forth in EXHIBIT 1.01A, attached hereto. (f) An Amended and Restated Stockholders' Agreement in the form set forth in EXHIBIT 2.02F (the "Stockholders' Agreement") shall have been executed by such of the parties named therein as requested by the Purchasers. (g) Certificates of Good Standing for the Company and each of its Subsidiaries (i) from the Secretary jurisdiction of State their respective organization and (ii) from any other jurisdiction in which the character of the State property owned or leased, or the nature of Delawarethe activities conducted, dated by the Company or any of its Subsidiaries makes such licensing or qualification necessary, shall have been provided to the Purchasers and their counsel. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 7.04. (i) The By-Laws of the Company shall provide for a Board of Directors consisting of seven (7) members designated in accordance with the Stockholders' Agreement. (j) The Company and the Purchasers shall have entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") in the form set forth in EXHIBIT 2.02J. (k) The Company's Bylaws shall be in form and substance reasonably satisfactory to the Purchasers and their counsel. (l) Participation of all Purchasers specified on EXHIBIT 1.01 hereto in the transactions. (m) The Company shall have reserved a total of 2,400,000 shares of Class B Common Stock as Reserved Management Shares (as defined in Article VI), which such number shall include the Reserved Management Shares that have been previously been reserved. (n) The Company shall have reserved 7,246,036 shares of Class B Common Stock as Converted Shares. (o) Each of Xxxxx Xxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxx shall have executed a recent dateNon-Competition and Non-Solicitation, Assignment of Inventions and Non-Disclosure Agreement substantially in the form attached hereto as EXHIBIT 2.02O(i). Xxxxx Xxxxxxx shall have executed a Non-Competition and Non-Solicitation, Assignment of Inventions and Non-Disclosure Agreement, substantially in the form attached hereto as EXHIBIT 2.02O(ii).

Documentation at Closing. The Each Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the Purchaser: (i) The duly executed Note and Warrant to be issued as of such date. (ii) A certified copy of the Certificate of Incorporation of the Company, as amended to the Closing Date, certified by the Secretary of State of the State of Delaware, and a copy of the Bylaws of the Company, as amended to the Closing Date. (iii) A certified copy of the resolutions of the Board of Directors of the Company Company, evidencing the approval of this Agreement, the issuance of Notes, the Shares Warrants and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified . (iv) Certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, and consents with respect to this Agreement Agreement, the Notes and the SharesWarrants. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiiv) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for Notes, the Shares Warrants and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company Company, or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivvi) A certificate of the President from a duly authorized officer of the Company stating that to his or her knowledge: (Ai) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at as if made on the date hereof of such certificate (except with respect to matters and items, such as financial statements, which are expressly reported as of a particular date); (ii) the Closing Company has performed and complied with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before Closing; and (iii) no condition or event has occurred or is continuing or will result from execution and delivery of this Agreement, the Notes or the Warrants which constitute an Event of Default (as hereinafter defined) or would constitute an Event of Default but for the requirement that notice be given or time elapse, or both. (vii) The Company shall have furnished to the Purchasers all forms which the Purchasers shall have informed the Company are required by the Small Business Administration (the "SBA") in connection with the same force transactions contemplated hereby, including without limitation, a Size Status Declaration on SBA Form 480, an Assurance of Compliance on SBA Form 652D and effect a Portfolio Financing Report on SBA Form 1031, which forms shall be in proper form for filing with the SBA. (viii) The duly executed Related Agreements to be issued as though all of such representations and warranties had been made as date. (ix) The Company shall have delivered to the Purchasers the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, counsel to the Company, dated the date of the Closing, in form and (B) that all covenants and conditions required substance satisfactory to be performed prior to or at the Closing have been performed as of the ClosingPurchasers. (vx) A duly executed Shareholder Rights Agreement dated of even date herewith, attached hereto as Exhibit F, pursuant to which the shares of Common Stock issuable upon conversion (x) of the Notes (or Series A Preferred Stock of the Company, if applicable), (y) any securities received in a Qualified Financing and (z) the exercise of the Warrants (or conversion of the Series A Preferred Stock of the Company if applicable) would be subject to the registration rights set forth in such agreement. (xi) A duly executed amendment to the Certificate of Good Standing Designation and Determination of Rights and Preferences for Series A Convertible Preferred Stock of the Company from in the Secretary of State of the State of Delaware, dated form attached hereto as of a recent date.Exhibit E.

Documentation at Closing. The Purchaser shall have received prior ------------------------ to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the Purchaser and its counsel, and all of the following events shall have occurred prior to or simultaneous with the Closing to the satisfaction of the Purchaser: (ia) A copy of the Certificate of Incorporation all charter documents of the Company, Company certified by the Secretary of State of the State of Delaware, a certified copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company Company, evidencing the approval of this Agreement, the issuance Transaction Documents (as defined below), the authorization for issuance, sale and delivery of the Shares Shares, and the other matters contemplated hereby, and a certified copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and issuance of the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Shares, and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivc) A certificate of from the President or Treasurer of the Company stating (A) that the representations and warranties of the Company contained in Article IV hereof and otherwise made by the Company in this Agreement are writing in connection with the transactions contemplated hereby were true and correct in all material respects at as of the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the such Closing have been performed as of the Closingperformed. (vd) An Instrument of Accession to the Second Amended and Restated Stockholders Agreement, in the form set forth in Exhibit 3.02(d) (the --------------- "Instrument of Accession"), shall have been executed by the Purchaser and the Company. (e) Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement, in the form set forth in Exhibit 3.02(e), shall have been executed by --------------- the parties named therein (the "Amendment No. 1"; the Second Amended and Restated Registration Rights Agreement, as amended by Amendment No. 1, is referred to herein as the "Registration Rights Agreement"; Amendment No. 1, together with this Agreement and the Instrument of Accession, the "Transaction Documents"). (f) The License Agreement shall have been executed and delivered by the Purchaser and the Company. (g) A Certificate of Good Standing Amendment to the Certificate of Incorporation of the Company providing for the Company from authorization of the Shares (the "Charter Amendment") shall have been filed with the Secretary of State of the State of Delaware. (h) Certificates of Good Standing of the Company from the State of Delaware, dated as the Commonwealth of a recent datePennsylvania, and the Commonwealth of Massachusetts.

Documentation at Closing. The Purchaser Company shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserCompany and its special counsel: (ia) A copy Certificates representing all of the Certificate of Incorporation E2E Shares, which shall be either duly endorsed or accompanied by stock powers duly executed in favor of the Company, certified by the Secretary of State of the State of Delaware, a copy . (b) Certified copies of the resolutions of E2E, and to the Board of Directors extent required, the E2E Stockholders, evidencing approval of the Company evidencing the approval of this Agreement, the issuance of the Shares Investment Documents and the all other matters contemplated hereby, and a copy thereby; certified copies of the Bylaws organizational documents of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, E2E and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement the Investment Documents and the Sharesall other matters contemplated thereby. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiic) A certificate of the Secretary or an Assistant Secretary of E2E dated the Company date of Closing, which shall certify the names of the officers of the Company E2E authorized to sign this Agreement, the certificate for the Shares Investment Documents and the any other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officersthereto, together with the true signatures of such officers. (ivd) The opinion of Hogax & Xartxxx, X.L.P., special counsel for E2E, in form and scope reasonably acceptable to the Company's counsel. (e) A certificate from a duly authorized officer of E2E and each of the President E2E Stockholders stating that each of the Company stating (A) that the representations and warranties made by the Company contained in this Agreement Article VI hereof are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations made on and warranties had been made as of the Closing, that date and (B) that all covenants and conditions agreements required by this Agreement to be performed or complied with by them at or prior to or at the Closing have been performed as or complied with by them in all material respects other than those, if any, waived by the Company in writing. (f) All third-party and governmental and regulatory consents and approvals necessary for the consummation by E2E and the E2E Stockholders of the transactions contemplated hereby. (g) Written resignations, effective on the Closing Date, of officers and directors of E2E that the Company shall have requested prior to the Closing. (vh) A Certificate All corporate records (including minute books and stock books and registers) and financial and tax records of Good Standing for E2E. (i) Such other documents referenced or relating to the transactions contemplated by the Investment Documents as the Company from the Secretary of State of the State of Delaware, dated as of a recent dateor its special counsel may reasonably request.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (ia) A copy of the Certificate of Incorporation of the CompanyCompany (the "Certificate of Incorporation"), certified by the Secretary of State of the State of DelawareDelaware together with a certified copy of the Certificate of Designation of the Series D Preferred Stock, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Company's Certificate of Designation of the Series D Preferred Stock, the approval of this Agreement, the issuance of the Preferred Shares and the other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary The opinion of Hale xxx Dorr XXX, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement are true and correct in all material respects at the date Article III hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.otherwise

Documentation at Closing. The Purchaser shall have received prior to or at the each Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iviii) A certificate of the President or Chief Executive Officer of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing and that all the representations and warranties contained in Section 3 herein are true and correct as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchaser and its special counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy of the Certificate Articles of Incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Restated Articles of Incorporation of the Company evidencing in the form attached as Exhibit 2.02(a), the approval of this Agreement, the issuance of the Shares Preferred Shares, such amendment of the By-laws of the Company as may be reasonably requested by the Purchaser, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Articles of Incorporation of the Company; and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Preferred Shares. (iib) A customary The favorable opinion of Xxxx X. Xxxxx, Esquire, counsel to for the Company covering Company, in the matters form set forth in Exhibit A hereto2.02(b). (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President and the Treasurer of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (f) The Articles of Incorporation of the Company shall have been amended and restated in the form set forth in Exhibit 2.02(a) attached hereto. (g) A Certificate of Good Standing for the Company from the Secretary of State of the Commonwealth of Pennsylvania as to the due incorporation and good standing of the Company and a certificate of the Secretary of State of Delawareeach jurisdiction in which the Company is required to qualify to do business as a foreign corporation shall have been provided to the Purchaser and its special counsel. (h) Payment for the costs, dated attorneys' fees, consulting fees, expenses, taxes and filing fees identified in Section 9.04. (i) Each of the employees listed on Exhibit 2.02 (i) A shall have entered into Nondisclosure, Assignment of Developments and Non-Solicitation Agreements in the form satisfactory to the Purchaser (collectively, the "Nondisclosure Agreements") , and the Company and each of Xxxxxxx X. Xxxxx ("Xxxxx") and Xxxxxxx X. XxXxxxx ("XxXxxxx") shall have entered into Nondisclosure, Assignment of Developments, Non-Solicitation, Noncompetition and Severance Agreements in the form satisfactory to the Purchaser (collectively, the " Noncompetition Agreements") and copies thereof shall have been delivered to counsel for the Purchaser. (j) The Purchaser, the Company, Xxxxx and XxXxxxx shall have entered into a Voting, Stock Restriction and Co-Sale Agreement in the form attached as Exhibit 2.02(j) hereto (the "Voting and Stock Restriction Agreement"). (k) This Agreement shall have been executed by Purchaser and Purchaser shall have delivered to the Company the full purchase price for such Series A Preferred Stock., net the cancellation of a recent datethe $60,000 indebtedness, per Section 1.03 above.

Documentation at Closing. The Purchaser Investors shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserInvestors and their special counsel, and all of the following events shall have occurred prior to or simultaneous with the Closing hereunder: (ia) A copy of the Certificate of Incorporation all charter documents of the Company, Company and Subsidiaries certified by the Secretary of State their respective states of the State of Delawareincorporation, a certified copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company Company, evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a certified copy of the Bylaws of the Company, all of which shall have been certified by the Secretary bylaws of the Company to be true, complete and correct in every particularSubsidiaries, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx, counsel to for the Company covering and the matters Stockholders, in the form set forth in Exhibit A hereto.EXHIBIT 2.4B. ------------ (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Common Stock and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Investors may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or Assistant Secretary of the Company cancelling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of from the President Chief Executive Officer of the Company stating (A) that the representations and warranties of the Company contained in Article 4 hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect date of Closing, as though all if such representations and warranties had been were made as on the date of the Closing, Closing and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as performed, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement, which is a breach of a material term hereof or would constitute a breach of a material term hereof but for the requirement that notice be given or time elapse or both. (e) Stock Certificates representing the Shares shall be delivered by the Company on or prior to the Closing. (vf) A Certificate Stockholders' Agreement, in the form set forth in EXHIBIT 2.4F, ------------ shall have been executed and delivered by each of Good Standing for the parties thereto. (g) A Repurchase Agreement in the form set forth in EXHIBIT 2.4G, ------------ shall have been executed and delivered by the Company. (h) A Registration Rights Agreement, in the form set forth in EXHIBIT ------- 2.4H, shall have been executed and delivered by each of the parties thereto. ---- (i) An Indemnity Agreement, in the form set forth in EXHIBIT 2.4I, ------------ shall have been executed and delivered by the Company from to each Investor and the Secretary Investor's designee to the Board of State Directors. (j) A Redemption Agreement, in the form set forth in EXHIBIT 2.4J, ------------ shall have been separately executed by each of the State of Delaware, dated as of a recent dateStockholders with the Company.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iviii) A certificate of the President of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing and that all the representations and warranties contained in Section 3 herein are true and correct as of the Closing. (viv) A Certificate Certificates of Good Standing and Existence for the Company from the Secretary Secretaries of State of the State States of DelawareDelaware and Washington, dated as of a recent datethe case may be.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (ia) A copy of the Certificate of Incorporation of the CompanyCompany (the "Certificate of Incorporation"), certified by the Secretary of State of the State of DelawareDelaware together with a certified copy of the Certificate of Designation of the Series E Preferred Stock, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Company's Certificate of Designation of the Series E Preferred Stock, the approval of this Agreement, the issuance of the Preferred Shares and the other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary The opinion of Hale xxx Dorr XXX, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) A Certificate Certificates of Good Standing for the Company from the Secretary Secretaries of State of the State States of DelawareDelaware and California, dated as and the Commonwealth of Massachusetts shall have been provided to the Purchaser. (f) The Company and the Purchaser shall have entered into a recent dateStrategic Alliance and Joint Development Agreement relating to the integration of the Purchaser's router and switch hardware and equipment technologies with the Company's Internet content distribution technologies.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser:Purchasers and their counsel, or each of the following events shall have occurred prior to or at the Closing. (ia) A copy of the Restated Certificate of Incorporation of the CompanyCompany and Articles of Organization of each of its Subsidiaries, in each case certified by the Secretary of State of the State jurisdiction of Delawaretheir respective organization, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Restated Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company and of each of the Company's Subsidiaries, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in Exhibit A form of EXHIBIT 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Purchased Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company and its Subsidiaries contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company and its Subsidiaries prior to or at the Closing have been performed or waived as of the Closing. (ve) The Restated Certificate of Incorporation of the Company shall provide for the designation of the rights and preferences of the Class A Common Stock, the Class B Common Stock, the Series A Preferred, the Series B Preferred, the Series C Preferred and the Series D Preferred in the form set forth in EXHIBIT 1.01A, attached hereto. (f) A Certificate Third Amended and Restated Stockholders' Agreement in the form set forth in EXHIBIT 2.02F (the "Stockholders' Agreement") shall have been executed by such of the parties named therein as requested by the Purchasers. (g) Certificates of Good Standing for the Company and each of its Subsidiaries (i) from the Secretary jurisdiction of State their respective organization and (ii) from any other jurisdiction in which the character of the State property owned or leased, or the nature of Delawarethe activities conducted, dated by the Company or any of its Subsidiaries makes such licensing or qualification necessary, shall have been provided to the Purchasers and their counsel. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 7.04. (i) The Bylaws of the Company shall provide for a Board of Directors consisting of eight (8) members, who shall be designated in accordance with the Stockholders' Agreement. (j) The Company and the Purchasers shall have entered into a Third Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") in the form set forth in EXHIBIT 2.02J. (k) The Company shall have reserved a total of not more than 4,500,000 shares of Class B Common Stock as Reserved Management Shares (as defined in Article VI), which such number shall include the Reserved Management Shares that have been previously been reserved. (l) The Company shall have reserved 3,200,000 shares of a recent dateClass B Common Stock as Converted Shares.

Documentation at Closing. The Purchaser Investors shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserInvestors and their special counsel, and all of the following events shall have occurred prior to or simultaneous with the Closing hereunder: (ia) A copy of the Certificate of Incorporation all charter documents of the Company, Company certified by the Secretary of State of the State of DelawareWashington, a certified copy of the resolutions of the Board of Directors and, if required, the shareholders of the Company evidencing the approval of this Agreement, the issuance of the Shares Agreement and the other matters contemplated hereby, and a certified copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the Shares and the SharesNotes. (iib) A customary An opinion of Xxxxx Xxxxxx Xxxxxxxx, counsel for the Company, as to the Company covering the matters set forth in Exhibit A on EXHIBIT F hereto. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify stating the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Agreement and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Investors may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or Assistant Secretary of the Company cancelling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate from each of the Shareholders, severally and jointly, and a certificate from the President of the Company Company, each stating (A) that the representations and warranties of the Company and the Shareholders contained in Article III hereof and otherwise made by the Shareholders or the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the date of Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as performed, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement, which is a breach of a material term hereof or would constitute a breach of a material term hereof but for the requirement that notice be given or time elapse or both. (e) Stock Certificates representing the Shares shall be delivered by the Company on or prior to the Closing. (vf) A Certificate of Good Standing for The Notes shall be delivered by the Company from on or prior to the Secretary of State of Closing. (g) An Escrow Agreement, in substantially the State of Delawareform attached hereto as EXHIBIT G (the Escrow Agreement"), dated as of a recent dateshall have been executed and delivered by the Shareholders, the Company and the escrow agent named therein, and shall be in full force and effect and binding upon the parties thereto.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Purchasers and all of the following events shall have occurred prior to or simultaneously with the Closing. (ia) A copy of the Certificate of Incorporation Charter of the Company, Company certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary favorable opinion of counsel Counsel to the Company covering the as to matters set forth in Exhibit A 3.02B hereto. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify (a) attesting to the names incumbency of the officers of the Company authorized and their authority to sign this Agreement, the certificate certificates for the Purchased Shares and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (b) certifying a copy of the resolutions of the Board of Directors and the stockholders of the Company, evidencing approval of this Agreement, the amendment or restatement of the Charter, the authorization for issuance of the Purchased Shares and other matters contemplated hereby; (c) certifying a copy of the By-laws of the Company; and (d) certifying copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Purchased Shares, including the qualification of the Company to do business in the Commonwealth of Massachusetts. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article IV hereof are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as performed, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the issuance of the ClosingPurchased Shares which constitutes an event of default or would constitute an event of default but for the requirement that notice be given or time elapse or both. (ve) A Certificate of Good Standing for Sixth Amended and Restated Stockholders Agreement in the Company from form and substance set forth in Exhibit 3.02E hereto, executed by the Secretary of State of parties named therein (the State of Delaware, dated as of a recent date"Stockholders Agreement").

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the PurchaserPurchasers and their special counsel: (ia) A copy Certified copies of the Certificate of Incorporation all charter documents of the Company, ; certified by the Secretary of State of the State of Delaware, a copy copies of the resolutions of the Board boards of Directors directors and, to the extent required, the stockholders of the Company evidencing the approval of this Agreement, the issuance of the Shares other Transaction Documents and the all other matters contemplated hereby, hereby and a copy thereby; certified copies of the Bylaws bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and ; certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the other Transaction Documents and the Sharesall other matters contemplated hereby or thereby. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares other Transaction Documents and the any other documents, instruments documents or certificates to be delivered pursuant to this Agreement hereto or thereto by the Company or any of its respective officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate(s) until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivc) A certificate of the President from a duly authorized officer of the Company stating that (Ai) that the representations and warranties contained in Article V hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at correct, (ii) no condition or event has occurred or is continuing or will result from the date hereof execution and as delivery of this Agreement or the Closing with Transaction Documents which constitutes an Event of Default or would constitute an Event of Default but for the same force and effect as though all such representations and warranties had been made as of the Closing, requirement that notice be given or time elapse or both and (Biii) that all covenants and the conditions required to be performed prior to or at the Closing set forth in this Article III have been performed as of satisfied (other than those, if any, waived by Senior Bank and the ClosingPurchasers in writing). (vd) A Certificate of Good Standing for The Convertible Notes duly executed by the Company from the Secretary of State and registered in respective names of the State Purchasers. (e) The Stock Purchase Documents each duly executed by the Company, the Investors and the other stockholders of Delaware, dated as of a recent datethe Company.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary The opinion of Venture Law Group, counsel to the Company covering Company, which shall be substantially the matters set forth in Exhibit A heretosame as the opinion delivered to the underwriters of the IPO pursuant to the underwriting agreement relating to the IPO (the "UNDERWRITING AGREEMENT"), with such deviations therefrom as are necessary to reflect the private placement nature of the purchase of the Shares, including an opinion that the Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares of the Company. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iv) A certificate of the President of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (v) A Certificate Certificates of Good Standing and Existence for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchaser and its counsel: (ia) A copy of the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), certified by the Secretary of State state secretary of the State of Delaware, Delaware as of a date not more than three (3) days prior to the Closing date and a copy of the resolutions votes of the Board of Directors evidencing the adoption of the Company evidencing Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares Series A Preferred Stock and the other matters contemplated hereby, a copy of the votes of the stockholders of the Company evidencing the adoption of the Certificate of Incorporation and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.03B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify certifying the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Series A Preferred Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (ve) The Certificate of Incorporation of the Company shall provide for the designation of the rights and preferences of the Series A Preferred Stock, in the form set forth in Exhibit 1.01A attached hereto. (f) A Certificate of Good Standing for the Company from certified by the Secretary of State of the State of Delaware, dated Delaware as of a recent date not more than three (3) days prior to the Closing date. Certificates of good standing with respect to the Company, certified by the respective state officer of the states in which the conduct of the Company’s business requires it to be licensed or qualified to transact business as a foreign corporation and in good standing, in each case as of a date not more than three (3) days prior to the Closing date. (g) Payment for the costs and expenses identified in Section 6.04. (h) A Shareholders Agreement in the form set forth in Exhibit 2.03H (the “Shareholders Agreement”) duly executed and delivered by the parties named therein. (i) An Investor Rights Agreement in the form set forth in Exhibit 2.03I (the “Investor Rights Agreement”) duly executed and delivered by the parties named therein. (j) A Registration Rights Agreement in the form set forth in Exhibit 2.03J duly executed and delivered by parties named therein. (k) A Purchase Option Agreement in the form set forth in Exhibit 2.03K duly executed and delivered by the parties named therein. (l) A copy of the Bylaws of the Company, which shall be in form and substance reasonably satisfactory to the Purchaser and its counsel.

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchaser and its special counsel, and each of the following events shall have occurred, and each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy of the Certificate of Incorporation Designations and Preferences in the form attached as Exhibit 2.02(a), together with evidence of the Company, certified by filing thereof with the Delaware Secretary of State of the State of Delaware, State; a certified copy of the resolutions of the Board of Directors and Stockholders of the Company evidencing providing for the approval of (i) the Amendment to the Articles of Incorporation of the Company in the form attached as Exhibit 2.02(a), and (ii) the approval of this Agreement, the issuance of the Preferred Shares and the Conversion Shares and all other agreements or matters contemplated hereby, and hereby or executed in connection herewith; a copy of the Bylaws Certificate of the Company, all of which shall have been Designations and Preferences certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Preferred Shares; and a stock certificate issued in the name of the Purchaser evidencing the Preferred Shares. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivc) A certificate of the President and the Treasurer of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true true, accurate and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as date of the Closing, Closing and (B) that all covenants and conditions agreements of the Company contained herein and required to be performed prior to or at the Closing have been performed as of the Closing. (vd) A The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of the Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (e) The Certificate of Good Standing for Designations representing the Preferred Stock shall have been filed in the form set forth in Exhibit 2.02 (a) attached hereto. (f) The Company from and Purchaser shall have executed a License Agreement (the Secretary "License Agreement") of State of the State of Delaware, dated as of a recent dateeven date herewith in form satisfactory to Purchaser.

Documentation at Closing. The Purchaser Purchasers shall have received received, prior to or at the Closing Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchasers and their counsel, if any, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with such Closing: (ia) A copy Copies of (1) the Certificate Articles of Incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, a copy of filing thereof; (2) the resolutions of the Board of Directors of the Company evidencing providing for the approval of this Agreement, the issuance of the Shares Shares, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of (3) the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company Company, as of the date of each such Closing, to be true, complete and correct in every particular, correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Shares. (iib) A customary opinion of counsel to the The Company covering the matters set forth in Exhibit A hereto. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and have delivered the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together including with respect to the incumbency of such officers, and the true specimen signatures of such officers. (ivc) A certificate of the President of the Company Company, dated the date of the Closing, stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all obligations and covenants and conditions in this Agreement required to be performed prior to or at the Closing have been performed as of the time of Closing. (vd) A Certificate of Good Standing for The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the other agreements and instruments executed and delivered by the Company from in connection herewith, to issue the Secretary Shares and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of State this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith and the issuance of the State of Delaware, dated as of a recent dateShares shall have been made or taken.

Documentation at Closing. The Purchaser shall have received prior ------------------------ to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (ii) A customary The opinion of Venture Law Group, counsel to the Company covering Company, which shall be substantially the matters set forth in Exhibit A heretosame as the opinion delivered to the underwriters of the IPO pursuant to the underwriting agreement relating to the IPO (the "Underwriting Agreement"), with such deviations therefrom as are necessary to ----------------------- reflect the private placement nature of the purchase of the Shares, including an opinion that the Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares of the Company. (iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (iv) A certificate of the President of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing. (v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser:Purchasers and their counsel, or each of the following events shall have occurred prior to or at the Closing. (ia) A copy of the Restated Certificate of Incorporation of the CompanyCompany and Articles of Organization of each of its Subsidiaries, in each case certified by the Secretary of State of the State jurisdiction of Delawaretheir respective organization, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Restated Certificate of Incorporation, the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company and of each of the Company's Subsidiaries, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary An opinion of Xxxx and Xxxx LLP, counsel to the Company covering Company, in the matters set forth in Exhibit A form of EXHIBIT 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Shares Purchased Shares, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company and its Subsidiaries contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company and its Subsidiaries prior to or at the Closing have been performed or waived as of the Closing. (ve) The Restated Certificate of Incorporation of the Company shall provide for the designation of the rights and preferences of the Class A Common Stock, the Class B Common Stock, the Series A Preferred and the Series B Preferred in the form set forth in EXHIBIT 1.01A, attached hereto. (f) A Certificate Second Amended and Restated Stockholders' Agreement in the form set forth in EXHIBIT 2.02F (the "Stockholders' Agreement") shall have been executed by such of the parties named therein as requested by the Purchasers. (g) Certificates of Good Standing for the Company and each of its Subsidiaries (i) from the Secretary jurisdiction of State their respective organization and (ii) from any other jurisdiction in which the character of the State property owned or leased, or the nature of Delawarethe activities conducted, dated by the Company or any of its Subsidiaries makes such licensing or qualification necessary, shall have been provided to the Purchasers and their counsel. (h) Payment for the costs, expenses, taxes and filing fees identified in Section 7.04. (i) The Bylaws of the Company shall provide for a Board of Directors consisting of eight (8) members, who shall be designated in accordance with the Stockholders' Agreement. (j) The Company and the Purchasers shall have entered into a Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") in the form set forth in EXHIBIT 2.02J. (k) The Purchasers specified on EXHIBIT 1.01 hereto shall purchase at the Closing at least $20,000,000 in value of shares of Series C Preferred. (l) The Company shall have reserved a total of not more than 3,500,000 shares of Class B Common Stock as Reserved Management Shares (as defined in Article VI), which such number shall include the Reserved Management Shares that have been previously been reserved. (m) The Company shall have reserved 4,727,786 shares of a recent dateClass B Common Stock as Converted Shares.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the PurchaserPurchasers and their special counsel: (ia) A copy of the Certificate of Incorporation of the CompanyCompany (the "Certificate of Incorporation"), certified by the Secretary of State of the State of DelawareDelaware together with a certified copy of the Certificate of Designation of the Series A Preferred Stock, a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the adoption of the Company's Certificate of Designation of the Series A Preferred Stock, the approval of this Agreement, the issuance of the Preferred Shares and the 9 -5- other matters contemplated hereby, and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary The opinion of Hale xxx Dorr XXX, counsel to the Company covering Company, in the matters set forth in form of Exhibit A 2.02B attached hereto. (iiic) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President of the Company stating (A) that the representations and warranties of the Company contained in Article III hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Initial Closing have been performed as of the Initial Closing. (ve) A Certificate Certificates of Good Standing for the Company from the Secretary Secretaries of State of the State States of DelawareDelaware and California, dated as and the Commonwealth of a recent dateMassachusetts shall have been provided to counsel to the Purchasers.

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance reasonably satisfactory to the PurchaserPurchasers and their special counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy of the Certificate of Incorporation of the Company, certified by as amended or restated to date, together with such evidence as is satisfactory to the Secretary of State Purchasers of the State of Delaware, filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Restated Certificate of Incorporation of the Company evidencing in the form attached as Exhibit A, the approval of this Agreement, the issuance of the Shares Preferred Shares, such amendment of the By-laws of the Company as may be reasonably requested by the Purchasers, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Certificate of Incorporation of the Company; and a copy of the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, ; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Preferred Shares. (iib) A customary The favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to for the Company covering Company, in the matters form set forth in Exhibit A hereto2.02(b). (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate certificates for the Preferred Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivd) A certificate of the President and the Treasurer of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article III hereof are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing. (ve) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (f) The Certificate of Incorporation of the Company shall have been amended and restated in the form set forth in Exhibit A attached hereto. (g) A Certificate of Good Standing for the Company from the Secretary of State of the State of DelawareDelaware as to the due incorporation and good standing of the Company and a certificate of the Secretary of State of each jurisdiction in which the Company is required to qualify to do business as a foreign corporation shall have been provided to the Purchasers and their special counsel. (h) Payment for the costs, dated attorneys' fees, expenses, taxes and filing fees identified in Section 8.04. (i) Each of the employees listed on Exhibit 2.02 (i) shall have entered into Nondisclosure and Assignment of Inventions Agreements in the form attached as Exhibit B1 and Exhibit B2 hereto (the "Nondisclosure Agreement") and Barrx X. Xxxxxxxxx xxxll have entered into an Employment and Non-Competition Agreement in the form attached to Exhibit 2.02 hereto (the "Non-Competition Agreement") and copies thereof shall have been delivered to counsel for the Purchasers. (j) Each of a recent datethe Purchasers, the Company and the other shareholders thereto shall have entered into an Amended and Restated Voting and Co-Sale Agreement in the form attached as Exhibit C hereto (the "Voting and Co-Sale Agreement").

Documentation at Closing. The Purchaser Purchasers shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance reasonably satisfactory to the Purchaser:Purchasers and all of the following events shall have occurred prior to or simultaneously with the Closing. (ia) A copy of the Certificate of Incorporation Charter of the Company, Company certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares. (iib) A customary favorable opinion of counsel Counsel to the Company covering the as to matters set forth in Exhibit A 3.02B hereto. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify (a) attesting to the names incumbency of the officers of the Company authorized and their authority to sign this Agreement, the certificate certificates for the Purchased Shares and the other documents, instruments documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (b) certifying a copy of the resolutions of the Board of Directors and the stockholders of the Company, evidencing approval of this Agreement, the amendment or restatement of the Charter, the authorization for issuance of the Purchased Shares and other matters contemplated hereby; (c) certifying a copy of the By-laws of the Company; and (d) certifying copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Purchased Shares, including the qualification of the Company to do business in the Commonwealth of Massachusetts. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties made by of the Company contained in this Agreement Article IV hereof are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed by the Company prior to or at the Closing have been performed as performed, and that no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or the issuance of the ClosingPurchased Shares which constitutes an event of default or would constitute an event of default but for the requirement that notice be given or time elapse or both. (ve) A Certificate of Good Standing for Fourth Amended and Restated Stockholders Agreement in the Company from form and substance set forth in Exhibit 3.02E hereto, executed by the Secretary of State of parties named therein (the State of Delaware, dated as of a recent date"Stockholders Agreement").

Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser: (a) (i) A copy of the Certificate certificate of Incorporation incorporation of the Company, certified by the Secretary of State of the State of Delaware, (ii) (x) as of the Initial Closing Date, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this AgreementAgreement and the License Agreement Amendment, the issuance of the Shares, and the other matters contemplated hereby and (y) as of the Top-Up Closing Date, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of the issuance of the Top-Up Shares and the other matters contemplated hereby, and (iii) a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Sharescorrect. (ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto. (iiib) A certificate of the Secretary of the Company which which, at the Initial Closing shall certify the names of the officers of the Company authorized to sign this Agreement, and at each Closing, the certificate for the Initial Shares or Top-Up Shares, as applicable, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. (ivc) A certificate of the President and Chief Executive Officer of the Company stating (A) that the representations and warranties made by the Company conditions specified in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (BSection 5(a)(ii) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closingsatisfied. (vd) A Certificate Certificates of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as Delaware and the Commonwealth of a recent dateMassachusetts.

Documentation at Closing. The Each Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereoffollowing, each in form and substance satisfactory to the such Purchaser and such Purchaser's special counsel: (ia) A certified copy of the Certificate of Incorporation charter documents and by-laws of the Company, Company and each of its Subsidiaries; a certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board board of Directors directors and, to the extent required, the stockholders of the Company evidencing the approval approval, as applicable, of this Agreement, the issuance of the Shares Operative Documents and the all other matters contemplated hereby, hereby and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, thereby; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement Agreement, the Operative Documents and the Sharesall other matters contemplated hereby or thereby. (iib) A customary favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in form and substance reasonably satisfactory to the Company covering the matters set forth in Exhibit A heretoPurchasers and their special counsel. (iiic) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares Operative Documents and the any other documents, instruments documents or certificates to be delivered pursuant to this Agreement hereto or thereto by the Company or any of its officers, together with the true signatures of such officers. Each Purchaser may conclusively rely on such certificate until such Purchaser shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (ivd) A certificate of the President from a duly authorized officer of the Company stating (A) that the representations and warranties contained in Article VI hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at and that no condition or event has occurred or is continuing or will result from the date hereof execution and delivery of this Agreement or the Operative Documents which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (e) The Subordination Agreements in form and substance satisfactory to the Purchasers and their special counsel executed by the parties thereto. (f) Payment for the costs, expenses, taxes and filing fees identified in Section 9.04 as of to which the Closing with Purchasers give the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed Company notice prior to or at the Closing have been performed as of the Closing. (vg) A Certificate certificate from a duly authorized officer of Good Standing for the Company from stating that all the Secretary of State of conditions set forth in this Article IV have been satisfied, other than those, if any, waived by the State of Delaware, Purchasers in writing. (h) The Preferred Stock Subordination Agreement dated as of a recent dateMay 10, 1996, amended by that certain Amendment Agreement dated as of November 22, 1996 (the "First Amendment Agreement"), that certain Second Amendment Agreement dated as of May 19, 1997 (the "Second Amendment Agreement"), that certain Transfer, Assignment and Assumption Agreement and Third Amendment Agreement dated as of January 1, 1998 (the "Third Amendment Agreement"), that certain Transfer, Assignment and Assumption Agreement and Fourth Amendment Agreement dated as of July 22, 1998 (the "Fourth Amendment Agreement"), that certain Fifth Amendment Agreement dated as of March 9, 1999 (the "Fifth Amendment Agreement"), that certain Sixth Amendment Agreement dated as of April 27, 2001 (the "Sixth Amendment Agreement") and the Seventh Amendment Agreement (the "Preferred Stock Subordination Agreement") among the Company and the security holders named therein shall have been amended in form and substance satisfactory to the Purchasers and their special counsel. (i) A private placement number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes and the Warrants. (j) Evidence that all preemptive rights relating to the issuance by the Company of the Warrants and the Warrant Shares upon exercise of the Warrants have been waived and all rights of first offer relating to the issuance and sale by the Company of the Notes have been waived. (k) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as such Purchaser or such Purchaser's special counsel may reasonably request.

Documentation at Closing. The Purchaser Purchasers shall have received received, prior to or at the Closing Closing, all of the following documents or instruments, or evidence of completion thereofmaterials, each in form and substance satisfactory to the PurchaserPurchasers and their counsel, if any, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ia) A copy Copies of (1) the Certificate Articles of Incorporation of the Company, certified by the Secretary of State as amended or restated to date, together with such evidence as may be available of the State of Delaware, a copy of filing thereof; (2) the resolutions of the Board of Directors of the Company evidencing providing for the approval of this Agreement, the issuance of the Shares Shares, and the all other agreements or matters contemplated hereby, hereby or executed in connection herewith; and a copy of (3) the Bylaws By-laws of the Company, all of which shall have been certified by the Secretary of the Company Company, as of the date of the Closing, to be true, complete and correct in every particular, correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Shares. (iib) A customary opinion of counsel to the Company covering the matters set forth The Exchange Agreement shall be consummated in Exhibit A heretoaccordance with its terms without amendment or other change and all conditions thereto have been waived. (iiic) A certificate of the Secretary of the The Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and have delivered the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (ivd) A certificate of the President of the Company Company, dated the date of the Closing, stating (A) that the representations and warranties of the Company contained in Article II hereof and otherwise made by the Company in this Agreement writing in connection with the transactions contemplated hereby are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as time of the Closing, Closing and (B) that all obligations and covenants and conditions in this Agreement required to be performed prior to or at on the date of the Closing have been performed as of the time of the Closing. (ve) A Certificate of Good Standing for The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the agreements and instruments executed and delivered by the Company from in connection herewith, to issue the Secretary Shares and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of State this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith and the issuance of the State of Delaware, dated as of a recent dateShares shall have been made or taken.