Common use of Due Execution, Delivery and Performance of the Agreements Clause in Contracts

Due Execution, Delivery and Performance of the Agreements. The Purchaser has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or by which the Purchaser or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. Each of the Subsidiaries has full legal right, corporate power and authority to carry on its business as presently conducted. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation by the Company of the transactions herein contemplated hereby will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company, taken as a whole (a "MATERIAL ADVERSE EFFECT"), or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with all U.S. federal and state securities laws applicable to the offering and sale of the Securities. Assuming Upon its execution and delivery, and assuming the valid execution hereof thereof by the Companyeach Purchaser, this Agreement will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company or its Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or its Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company or its Subsidiary is a party or by which the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and in each case which would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects or results of operations of the Company and its Subsidiary taken as a whole (a "Material Adverse Effect") or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or its Subsidiary or any of its respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby. Assuming the valid execution hereof by the CompanyPurchaser, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. (a) The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company or the Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or the Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company or the Subsidiary is a party or by which the Purchaser Company or any of its assets the Subsidiary or their respective properties may be bound or affected and in each case which would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects or results of operations of the Company and the Subsidiary taken as a whole (a "Material Adverse Effect") or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or the Subsidiary or any of its respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for (i) compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares; (ii) the approval by the stockholders of the Company of the increase in authorized Common Stock contemplated by the Certificate and of the issuance of the Shares to be issued at the Second Closing pursuant to the terms of this Agreement, (iii) the filing of the Certificate with the Secretary of State of the State of Delaware; and (iv) expiration of the HSR Waiting Period. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 7.4 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. (a) The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement, the Escrow Agreement, and the Cooperation Agreement (the “Transaction Documents”) and to perform the transactions contemplated herebyhereby and thereby. This Agreement has The Transaction Documents have been duly authorized, executed and delivered by the PurchaserCompany. The executionTransaction Documents constitute (assuming the due authorization, execution and delivery by the other party or parties hereto and thereto) legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers and to the application of principles of public policy, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 5.4 of this Agreement, may be limited by federal, state, or local securities law or the public policy underlying such laws and general equitable principles relating to the availability of remedies. The execution of the Transaction Documents by the Company and performance of this Agreement by the Purchaser Company of its obligations under the Transaction Documents and the Certificate of Designations and the consummation of the transactions herein and therein contemplated will not violate any provision of the charter or bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or any Subsidiary (provided, however, that nothing contained in this Agreement shall be construed as to prevent the Company from granting the Purchasers a security interest in the Escrow Funds pursuant to the terms of the Escrow Agreement) pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected affected, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, self-regulatory organization (including the NYSE) administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in each case that would have a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceableMaterial Adverse Effect.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement consummation by the Purchaser and the consummation Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or any statute or any authorization, judgmentjudgement, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consentUpon its execution and delivery, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming assuming the valid execution hereof thereof by the CompanyPurchaser, this Agreement will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 9 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected or and in each case that would have a Material Adverse Effect or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming by this Agreement, except for compliance with the valid execution hereof by Blue Sky laws and federal securities laws applicable to the Company, this Agreement will constitute the legal, valid and binding obligation offering of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceableNew Shares.

Due Execution, Delivery and Performance of the Agreements. The Purchaser has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or by which the Purchaser or any of its assets or properties may be bound or affected affected, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements and choice of law provisions of the Purchaser in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement consummation by the Purchaser and the consummation Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consentUpon its execution and delivery, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming assuming the valid execution hereof thereof by the CompanyPurchaser, this Agreement will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement Agreement, the Certificate of Rights and to Designations and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers and to the application of principles of public policy, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.4 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws and general equitable principles relating to the availability of remedies. The execution, delivery execution and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the Amended and Restated Articles of Incorporation or Fourth Amended and Restated Bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and in each case that would have a Material Adverse Effect or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming by this Agreement, except for compliance with the valid execution hereof by Blue Sky laws and federal securities laws applicable to the Company, this Agreement will constitute the legal, valid and binding obligation offering of the PurchaserShares. As of the Closing Date, the Certificate of Designations will have been filed with the Secretary of State of the state of Michigan and will be in full force and effect and enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and the PSA (the “Deal Documents”) and to perform the transactions contemplated herebyhereby and thereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement the Deal Documents by the Purchaser Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not (except for rights granted to the Purchaser under the Security Agreement) result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement the Deal Documents or the consummation by the Purchaser Company of the transactions contemplated herebyhereby or thereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the issuance of the Note or the Shares. Assuming the valid execution hereof and thereof by the CompanyPurchaser, this Agreement the Deal Documents will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceablegenerally.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement Agreement, to deliver the Convertible Promissory Note and to perform the transactions contemplated herebyhereby and thereby. This Agreement has and the Convertible Promissory Note have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement consummation by the Purchaser and the consummation Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement and the Convertible Promissory Note by the Company and the consummation by the Company of the transactions herein and therein contemplated will not result in (i) the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not (ii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"), (iii) violate any provision of law, statute, rule or regulation, or any statute or any authorizationruling, judgmentwrit, decreeinjunction, order, rule judgment or regulation decree of any court or any regulatory bodycourt, administrative agency or other governmental body applicable to the Purchaser it, or any of its propertiesproperties or assets, or (iii) violate its Certificate of Incorporation or Bylaws. No consentUpon its execution and delivery, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming assuming the valid execution hereof thereof by the CompanyInvestor, this Agreement and the Convertible Promissory Note will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated herebyhereby and thereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The executionAgreements constitute legal, delivery valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including indemnification provisions set forth in Section 7.5 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein therein contemplated will not violate any provision of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance Liens upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and in each case that would have or reasonably be expected to have a Material Adverse Effect, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement the Agreements by the Company or the consummation by the Purchaser Company of the transactions contemplated hereby. Assuming therein, except for compliance with the valid execution hereof Blue Sky laws and federal securities laws applicable to the offering of the Securities and such as may be required by the Company, this Agreement will constitute the legal, valid bylaws and binding obligation rules of the PurchaserFinancial Industry Regulatory Authority or The New York Stock Exchange. For the purposes of this Agreement, enforceable in accordance with its termsthe term “Material Adverse Effect” shall mean any material adverse effect on the business, except as enforceability may be limited by applicable bankruptcyproperties, insolvencyassets, reorganizationoperations, moratorium results of operations or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity condition (regardless of whether such enforceability is considered in a proceeding in equity financial or at lawotherwise) and except as the indemnification agreements of the Purchaser Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in Section 7.3 hereof may be legally unenforceableconnection herewith or therewith, or on the authority or ability of the Company to perform its obligations hereunder.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects or results of operations of the Company (a "Material Adverse Effect") or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Such Purchaser has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the such Purchaser. The execution, delivery and performance of this Agreement by the such Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the such Purchaser and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the such Purchaser pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the such Purchaser is a party or by which the such Purchaser or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the such Purchaser or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the such Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute the legal, valid and binding obligation of the such Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the such Purchaser in Section 7.3 6.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement Agreement, the Escrow Agreement, and the Warrants (together, the "Transaction Documents") and to perform the transactions contemplated hereby. This Agreement Each of the Transaction Documents has been duly authorized, executed and delivered by the PurchaserCompany. The Company has taken all requisite corporate action required to approve the Transaction Documents and the execution, delivery, and performance thereof by the Company. The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected affected, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser of such of the Transaction Documents as to which it is a party, this Agreement each of the Transaction Documents will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 and choice of law provisions hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement consummation by the Purchaser and the consummation Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or any statute or any authorization, judgmentjudgement, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consentUpon its execution and delivery, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming assuming the valid execution hereof thereof by the CompanyInvestor, this Agreement will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Broadcast has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. The Subsidiaries have full legal right, corporate power and authority to carry on their business as presently conducted. This Agreement has been duly authorized, executed and delivered by the PurchaserBroadcast. The execution, delivery and performance of this Agreement by the Purchaser Broadcast and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of Broadcast or the Purchaser Subsidiaries and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of Broadcast or the Purchaser Subsidiaries pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which Broadcast or the Purchaser is Subsidiaries are a party or by which Broadcast or the Purchaser Subsidiaries or any of its their assets or properties may be bound or affected affected, including, without limitation, any contract listed in the SEC Documents (as defined below), or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other domestic or international governmental body applicable to Broadcast or the Purchaser Subsidiaries or any of its their properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Broadcast of the transactions contemplated hereby, except for compliance with the Blue Sky laws of any state of the United States and United States federal securities laws applicable to the issuance of the Broadcast Shares. Assuming the valid execution hereof by the CompanySun Media, this Agreement will constitute the legal, valid and binding obligation of the PurchaserBroadcast, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Broadcast in Section 7.3 10.4 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The making and performance of the Agreements by the Company and the consummation of the transactions herein contemplated will not (i) result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not (ii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or respective properties may be bound or affected or affected, or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties and, in each case (i) or (ii), which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects as of the date hereof or results of operations of the Company, taken as a whole (a "Material Adverse Effect"). No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The making and performance of the Agreements by the Company and the consummation of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or respective properties may be bound and in each case which individually or affected in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects as of the date hereof or results of operations of the Company, taken as a whole (a "Material Adverse Effect"), or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the federal and state securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement [and to the Escrow Agreement] and perform the transactions contemplated herebyhereby [and thereby]. This Agreement has [and the Escrow Agreement] [has] [have each] been duly authorized, executed executed, and delivered by the PurchaserCompany. This Agreement [and the Escrow Agreement] [each] constitutes a legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement [and the Escrow Agreement] by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company [or the organizational documents of the Purchaser any Subsidiary] and will not result in the creation of any lien, charge, security interest interest, or encumbrance upon any assets or property of the Purchaser Company [or any Subsidiary] pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit permit, or other agreement or instrument to which [any of] the Purchaser Company [or any Subsidiary] is a party or by which [any of] the Purchaser Company [or its] [or any of its assets Subsidiary or their respective] properties may be bound or affected or affected, and in each case that would have a Material Adverse Effect or[, to the Company’s knowledge,]4 any statute or any authorization, judgment, decree, order, rule rule, or regulation of any court or any regulatory body, administrative agency agency, or other governmental agency, or body applicable to the Purchaser Company [or any Subsidiary] or any of its [its/their respective] properties. No consent, approval, authorization authorization, or other order of any court, regulatory body, administrative agency agency, or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement [or the Escrow Agreement] or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by the Company, this Agreement will constitute [or the legalEscrow Agreement], valid except for compliance with the Blue Sky laws and binding obligation federal securities laws applicable to the offering of the PurchaserShares. For the purposes of this Agreement the term “Material Adverse Effect” shall mean a material adverse effect on the condition (financial or otherwise), enforceable properties, business, prospects or results of operations of the Company [and its Subsidiaries, taken as a whole,] [except any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or that are generally applicable to the industry in which the Company operates, provided that such effects do not adversely affect the Company in a disproportionate manner, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Shares or other transactions contemplated by this Agreement, or (iii) effects caused by any event, occurrence, or condition resulting from or relating to the taking of any action in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable.this Agreement.]5

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its Subsidiary or their respective assets or properties may be bound or affected or and in each case that would have a Material Adverse Effect, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective assets or properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement by the Company or the consummation by the Purchaser Company of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws applicable to the offering of the Shares. Assuming For the valid execution hereof by the Company, purposes of this Agreement will constitute the legalterm “Material Adverse Effect” shall mean a material adverse effect on the condition (financial or otherwise), valid and binding obligation properties, business, prospects or results of operations of the PurchaserCompany and its Subsidiaries, enforceable in accordance with its terms, except taken as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceablewhole.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Loan Documents and to perform the transactions contemplated herebyhereby and thereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement the Loan Documents by the Purchaser Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not (except for rights granted to the Purchaser under the Security Agreement) result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will wi11 not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, . mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement the Loan Documents or the consummation by the Purchaser Company of the transactions contemplated herebyhereby or thereby, except for compliance with the Blue Sky laws and federal securities laws app1icable to the issuance of the Note or the Shares. Assuming the valid va1id execution hereof and thereof by the CompanyPurchaser, this Agreement the Loan Documents will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 1aws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceablegenerally.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and the Escrow Agreement (together, the "Transaction Documents") and to perform the transactions contemplated hereby. This Agreement Each of the Transaction Documents has been duly authorized, executed and delivered by the PurchaserCompany. The Company has taken all requisite corporate action required to approve the Transaction Documents and the execution, delivery, and performance thereof by the Company. The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected affected, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal Shares laws applicable to the offering of the Shares. Assuming the valid execution hereof by the CompanyPurchaser of such of the Transaction Documents as to which it is a party, this Agreement each of the Transaction Documents will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 and choice of law provisions hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to the Warrant and perform the transactions contemplated herebyhereby and thereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by Israeli, federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate (i) any provision of the Articles of Association or Memorandum of Association of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any material property or assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which either of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and, in each case that would have a Material Adverse Effect, or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its propertiestheir respective properties and in each case that would have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement other than such consents, approvals or authorizations which have been obtained or will be obtained prior to the Closing, except for compliance with federal and state securities or "blue sky" laws, including the securities laws of the State of Israel, applicable to the offering of the Securities. For the purposes of this Agreement the term "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the condition (financial or otherwise), properties, business or results of operations of the Company and its Subsidiaries, taken as a whole other than any effect arising from or relating to (A) general economic conditions, (B) the negotiation, execution, delivery and announcement or performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming the valid execution hereof by hereunder or (C) any change in the Company, 's stock price or trading volume in and of itself (but not excluding the underlying cause of any such change pursuant to this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity clause (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceableC)).

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance Liens upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and in each case that would have or reasonably be expected to have a Material Adverse Effect, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement by the Company or the consummation by the Purchaser Company of the transactions contemplated hereby. Assuming by this Agreement, except for compliance with the valid execution hereof Blue Sky laws and federal securities laws applicable to the offering of the Shares and such as may be required by the Company, this Agreement will constitute the legal, valid bylaws and binding obligation rules of the PurchaserFinancial Industry Regulatory Authority, enforceable in accordance with its termsInc. or The Nasdaq Global Select Market. For the purposes of this Agreement, except as enforceability may be limited by applicable bankruptcythe term “Material Adverse Effect” shall mean any material adverse effect on the business, insolvencyproperties, reorganizationassets, moratorium operations, results of operations, condition (financial or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity otherwise) or at law) and except as the indemnification agreements prospects of the Purchaser Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in Section 7.3 hereof may be legally unenforceableconnection herewith or therewith, or on the authority or ability of the Company to perform its obligations hereunder.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement the Transaction Agreements and to perform the transactions contemplated herebyhereby and thereby. This Agreement has The Transaction Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The executionTransaction Agreements constitute legal, delivery valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including indemnification provisions set forth in Section 7.7 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement the Transaction Agreements by the Purchaser Company and the consummation of the transactions herein therein contemplated will not violate any provision of the Amended and Restated Certificate of Incorporation, as amended by the First Amendment, or the Bylaws of the Company or the organizational documents of the Purchaser any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance Liens upon any assets or property of the Purchaser Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Purchaser Company or any Subsidiary is a party or by which any of the Purchaser Company or any of its assets Subsidiary or their respective properties may be bound or affected and in each case that would have or reasonably be expected to have a Material Adverse Effect, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any Subsidiary or any of its their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement the Transaction Agreements by the Company or the consummation by the Purchaser Company of the transactions contemplated hereby. Assuming therein, except for compliance with the valid execution hereof Blue Sky laws and federal securities laws applicable to the offering of the Securities and such as may be required by the Company, this Agreement will constitute the legal, valid bylaws and binding obligation rules of the PurchaserFinancial Industry Regulatory Authority, enforceable in accordance with its termsInc. or The New York Stock Exchange, except as enforceability may be limited by applicable bankruptcyInc. For the purposes of this Agreement, insolvencythe term “Material Adverse Effect” shall mean any material adverse effect on the business, reorganizationproperties, moratorium assets, operations, results of operations or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity condition (regardless of whether such enforceability is considered in a proceeding in equity financial or at lawotherwise) and except as the indemnification agreements of the Purchaser Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in Section 7.3 hereof may be legally unenforceableconnection herewith or therewith, or on the authority or ability of the Company to perform its obligations hereunder.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the articles of incorporation or bylaws, or other organizational documents documents, of the Purchaser Company, and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, the valid execution hereof by the Company, this Agreement Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany and the respective Purchasers, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser --------------------------------------------------------- Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated herebyhereby and thereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents of the Purchaser Company or any of its Subsidiaries and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company or any of its Subsidiaries pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company or any of its Subsidiaries is a party or by which the Purchaser Company or any of its Subsidiaries or any of their respective assets or properties may be bound or affected or or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its Subsidiaries or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement the Agreements or the consummation by the Purchaser of the transactions contemplated herebyhereby or thereby, except for compliance with the Blue Sky laws and U.S. federal securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. Each of the Subsidiaries has full legal right, corporate power and authority to carry on its business as presently conducted. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares and the listing of the Shares for quotation on the OTCBB. Assuming the valid execution hereof by the CompanyPurchasers, this Agreement will constitute the legal, valid and binding obligation of the PurchaserCompany, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 6.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, the requisite power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This The Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The executionThis Agreement is, and upon execution and delivery by the Company, the Warrants will be, a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 4.7 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. Except as would not, individually or in the aggregate, cause a Material Adverse Effect, the execution and performance of this the Agreement by the Purchaser Company and the consummation of the transactions herein contemplated hereby will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or affected, or, to the knowledge of the Company, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws, the federal securities laws and the rules of the NASDAQ Capital Market applicable to the offering of the Units. Assuming For the valid execution hereof by purposes of this Agreement the term “Material Adverse Effect” shall mean a material adverse effect on the condition (financial or otherwise), properties, business or results of operations of the Company, this Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except taken as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceablewhole.

Due Execution, Delivery and Performance of the Agreements. The Purchaser Company has full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the PurchaserCompany. The execution, delivery and performance of this Agreement consummation by the Purchaser and the consummation Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"), or any statute or any authorization, judgmentjudgement, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its respective properties. No consentUpon its execution and delivery, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. Assuming assuming the valid execution hereof thereof by the CompanyPurchaser, this Agreement will constitute the legal, a valid and binding obligation of the PurchaserCompany, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of the Agreements. The Purchaser --------------------------------------------------------- Company has full legal right, corporate power and authority to enter into this Agreement the Agreements and to perform the transactions contemplated hereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the PurchaserCompany. The executionCompany now holds all material licenses, delivery certificates and permits from state, federal and other regulatory authorities which are necessary for the conduct of its business as presently conducted, except where the failure to hold any such licenses, certificates and permits would not have a Company Material Adverse Effect. The making and performance of this Agreement the Agreements by the Purchaser Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Purchaser Company pursuant to the terms or provisions of, or and will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser Company is a party or by which the Purchaser Company or any of its assets or properties may be bound or affected or and in each case which would have a Company Material Adverse Effect or, to the Company's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser Company or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, execution and delivery and performance of this Agreement or the consummation by the Purchaser of the transactions contemplated herebyby this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming Upon their execution and delivery, and assuming the valid execution hereof thereof by the Companyrespective Purchasers, this Agreement the Agreements will constitute the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser Company in Section 7.3 hereof may be legally unenforceable.