Common use of Non-Contravention Clause in Contracts

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectdisclosed in the Prospectus, the execution execution, delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement by the Transaction Entities and the consummation of the transactions contemplated hereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under “Use of Proceeds”) do not and will not (i) conflict with or constitute a violation of, or default (whether with or without the giving of notice or the passage of time or both) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or give rise to any right of termination, acceleration, cancelation, repurchase or redemption) or Repayment Event (as hereinafter defined) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever a lien upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentof its subsidiaries pursuant to, approval(i) any statute, authorization any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any such subsidiary or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments or (iii) the charters, by-laws or other order oforganizational documents, as applicable, of the Company or registrationany such subsidiary, qualification except for such conflicts, breaches, violations or filing withdefaults that (with respect to subclauses (i) and (ii) above) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As used herein, “Repayment Event” means any regulatory bodyevent or condition which, administrative agency, self-regulatory organization, stock exchange or market, without regard to compliance with any notice or other governmental body in procedural requirements, gives the United States is required for holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the execution and delivery right to require the repurchase, redemption or repayment of this Agreementall or a portion of such indebtedness by the Company, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been Operating Partnership or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawssubsidiary.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with result in a breach of any of the terms and provisions of, or constitute a violation ofdefault under: (1) the Company’s or any of its subsidiaries charter, bylaws or default other organizational documents, as the case may be; (with or without the giving of notice or the passage of time or both) under, (Aii) any material bond, debenture, note or other evidence of indebtedness, or under any material leasestatute, indenture, mortgage, deed of trust, loan voting trust agreement, joint venture note, lease or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it the Company, any subsidiary or any of its Subsidiaries or their respective properties are is bound, ; (Biii) the charter, by-laws any rule or regulation or order of any court or other organizational documents of governmental agency or body with jurisdiction over the Company Company, any subsidiary or any Subsidiaryof their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (C) any lawas defined below); and no consent, administrative regulationapproval, ordinance authorization or order of any court or governmental agency, arbitration panel agency or authority applicable to body has been or is required for the Company performance of this Agreement or any Subsidiary or their respective properties, or (ii) result in for the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any consummation of the material properties transactions contemplated herein except as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or assets as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Company Shares or any Subsidiary or an acceleration under the laws of indebtedness pursuant to any obligation, agreement or condition contained states in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party of its subsidiaries may own real properties in connection with its qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any of them is bound event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to which any of be, materially adverse to (A) the property condition, financial or assets otherwise, earnings, business, affairs or prospects of the Company or any Subsidiary is subject. No consent, approval, authorization or other order ofand its subsidiaries considered as a whole, or registration, qualification (B) the ability of the Company to perform its obligations under this Agreement or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange the validity or market, or other governmental body in the United States is required for the execution and delivery enforceability of this Agreement, Agreement or the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsShares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Agreements, the issuance issuance, sale and sale delivery of the Shares and Securities to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of its obligations under the terms of this Agreement and Transaction Agreements and/or the consummation of the transactions contemplated hereby thereby will not (ia) conflict with with, result in the breach or constitute a violation of, or default constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it or any of its Subsidiaries properties may be bound or their respective properties are boundaffected, (Bii) the charterCompany’s Restated Certificate of Incorporation, by-laws as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or other organizational documents of the Company or equivalent document with respect to any Subsidiarysubsidiary, as amended and as in effect on the date hereof, or (Ciii) any statute or law, administrative judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary if its subsidiaries is a party or by which the Company or any of them its subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consentFor purposes of this Section 3.6, approvalthe term “material” shall apply to agreements, authorization understandings, instruments, contracts or other order proposed transactions to which the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementpayments to, the valid issuance and sale Company in excess of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws$100,000 in a consecutive 12-month period.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the Transaction Documents by the Company and the consummation by the Company of the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of Securities as contemplated by this Agreement and consummation by the consummation Company of the other transactions contemplated hereby by the Transaction Documents do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or both, (i) result in any violation of any term or provision of the certificate of incorporation or bylaws of the Company or any Subsidiary, (ii) conflict with or result in a breach by the Company or any Subsidiary of any of the terms or provisions of, or constitute a default under, (A) any material bond, debenture, note or other evidence of indebtednessresult in the modification of, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or any of their respective properties or assets are bound or affected, in any such case which would be reasonably likely to have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, in any such case which would be reasonably likely to have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iiiv) result in have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the creation Company or imposition of any lien, encumbrance, claim, security interest Subsidiary to own or restriction whatsoever upon lease and operate any of its properties and to conduct any of its business or the material properties or assets ability of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsmake use thereof.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither the execution and delivery Company nor any of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not its subsidiaries is (i) conflict with in violation of its charter, bylaws, partnership agreement or constitute a violation oflimited liability company agreement, as applicable, or (ii) in default (with in the performance or without the giving observance of notice or the passage of time or both) under, (A) any material bondobligation, debentureagreement, note covenant or other evidence of indebtedness, or under condition contained in any material leasecontract, indenture, mortgage, deed of trust, loan agreement, joint venture note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which it or any of its Subsidiaries or their respective properties are them may be bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject except in the case of clause (ii) for any violation or default which, individually or in the aggregate, would not have a Material Adverse Effect; and the execution, delivery and performance by the Company and each of the Subsidiary is subject. No consentGuarantors of the Indenture, approvalthe Notes and the Subsidiary Guarantees and the consummation of the transactions contemplated herein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, authorization limited liability company or other order partnership action, as applicable, and will not conflict with or constitute a breach of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or marketdefault under, or other governmental body result in the United States is required for the execution and delivery creation or imposition of this Agreement(other than as expressly contemplated thereby) any lien, the valid issuance and sale of the Shares and Warrant pursuant to this Agreementcharge or encumbrance (in each case, other than such as have been Permitted Liens) upon any property or will assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be made bound, or obtained prior to which any of the Closing Dateproperty or assets of the Company or any of its subsidiaries is subject, and except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any securities filings required to be made under federal violation of (i) the provisions of the charter, bylaws, partnership agreement or state securities lawslimited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would not have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except in cases not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the other documents contemplated by this Agreement and the consummation by the Company of the issuance of the Preferred Shares and the Warrants as contemplated by this Agreement, and the other transactions contemplated hereby by this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants and the Transfer Agent Agreement do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or bothboth (i) result in any violation of any terms of the Articles of Incorporation, as amended, or By-laws of the Company or the Subsidiary, (ii) conflict with or result in a breach by the Company or the Subsidiary of any of the terms or provisions of, or constitute a default under, (A) or result in the modification, amendment, termination or cancellation of, result in the acceleration of any material bond, debenture, note obligation of the Company or other evidence of indebtednessthe Subsidiary under, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance upon any of the properties or assets of the Company or the Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any the Subsidiary is a party or by which it the Company or the Subsidiary or any of its Subsidiaries or their respective properties are boundor assets is bound or affected, except for such matters as to which consents have been obtained, (Biii) the charterviolate or contravene any applicable law, by-laws rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other organizational documents governmental body having jurisdiction over the Company or the Subsidiary or any of their respective properties or assets or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or the Subsidiary to own or lease and operate any of their respective properties or to conduct any of their respective businesses or the ability of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable the Subsidiary to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsmake use thereof.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective assets or properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any foreign jurisdiction or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bondcontract, debenture, note agreement or other evidence instrument filed or incorporated by reference as an exhibit to any of indebtednessthe Exchange Act Documents (any such contract, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundinstrument, an “Exchange Act Exhibit”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) assuming the correctness of the representations and warranties of the Investors set forth in the Agreements, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which Exchange Act Exhibit. Assuming the Company or any Subsidiary is a party or by which any of them is bound or to which any correctness of the property or assets representations and warranties of the Company or any Subsidiary is subject. No Investors set forth in the Agreements, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the February Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the February Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Securities and the consummation of the transactions contemplated hereby Transactions will not (iassuming the approval of the designation, issuance and sale of the Series C Preferred Stock by the holders of the Series A and B Preferred Stock) (a) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundContracts, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) to its knowledge, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its Subsidiaries or their respective properties, except as to (i), (ii) and (iii) above those conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect, or (iib) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any material obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of material indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementPurchased Securities, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, and except where any failure to make or obtain any of the foregoing would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the (a) The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement do not, and (assuming that the Merger will be consummated in accordance with Section 251(h)) the consummation of the Offer, the Merger and the other transactions contemplated hereby by this Agreement will not (i) not, conflict with with, or constitute a result in any violation or breach of, or default (with or without the giving of notice or the passage lapse of time or both) under, or give rise to a right of (Aor result in) termination, cancellation or acceleration of any material bond, debenture, note obligation or other evidence of indebtednessto any obligation to make an offer to purchase or redeem any Indebtedness or capital stock under, or under any material lease, indenture, mortgage, deed to the loss of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiarybenefit under, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever Lien upon any of the material properties properties, rights or assets of the Company or any Subsidiary of its Subsidiaries under, or an acceleration require any consent, waiver or approval of indebtedness any person pursuant to, any provision of (i) the Company Certificate of Incorporation, the Company Bylaws or the comparable organizational documents of any of the Company’s Subsidiaries, or (ii) subject to the filings and other matters referred to in Section 4.05(b), (A) any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound their respective properties, rights or to which assets are bound, (B) any supranational, federal, foreign, national, state, provincial or local statute, law (including common law), constitution, resolution, code, edict, decree, directive, ruling, ordinance, rule or regulation issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (or under the authority of the New York Stock Exchange) (any of the property foregoing, a “Law”) or assets any judgment, order or decree of any Governmental Authority (any of the foregoing, a “Judgment”), in each case applicable to the Company or any of its Subsidiaries or any of their respective properties, rights or assets, or (C) any Governmental Authorizations of the Company or any Subsidiary is subject. No of its Subsidiaries, other than, in the case of this clause (ii), in each case, any such conflicts, violations, breaches, defaults, rights, obligations, losses or Liens, or any such consent, approvalwaiver or approval the failure of which to be obtained, authorization would not have, individually or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Common Shares (as defined herein), the Warrants and the Warrant under this AgreementShares (as defined herein) pursuant to the Transaction Documents, the fulfillment performance by the Company of its obligations under the terms of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or their respective properties are boundto which any of the property or assets of the Company or any of its Subsidiaries may be subject, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary is of its Subsidiaries may be subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents and the valid issuance and sale of the Units in the Offering and the Common Shares, the Warrants and the Warrant Shares and Warrant pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior obtained. The Units in the Offering, the Common Shares, the Warrants and the Warrant Shares and the shares of Common Stock sold by the Selling Stockholder in the Offering are collectively referred to herein as the Closing Date, and except for any securities filings required to be made under federal or state securities laws“Securities”).

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Prior Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Prior Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the issuance of the Conversion Shares upon conversion of the Shares, the issuance of the Warrants and the issuance of the Warrant Shares upon exercise of the Warrants, the fulfillment of the terms of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, the issuance of the Conversion Shares upon conversion of the Shares, the issuance of the Warrants and the issuance of the Warrant Shares upon exercise of the Warrants, and the performance by the Company of its other obligations hereunder and thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Prior Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Prior Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or, except for Delaware General Corporate Law Section 203, the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Agreements, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary its property, where such conflict, violation or their respective propertiesdefault is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bondcontract, debenture, note agreement or other evidence instrument filed or incorporated by reference as an exhibit to any of indebtednessthe Exchange Act Documents (any such contract, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundinstrument, an “Exchange Act Exhibit”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) assuming the correctness of the representations and warranties of the Buyers set forth herein, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which do not have or would be reasonably likely to result in a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which Exchange Act Exhibit. Assuming the Company or any Subsidiary is a party or by which any of them is bound or to which any correctness of the property or assets representations and warranties of the Company or any Subsidiary is subject. No Buyers set forth herein, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this Agreementbe sold hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectAssuming compliance with the HSR Act, the execution and delivery of this AgreementCompetition Act, any other foreign antitrust or combination Laws, the issuance Exchange Act, the rules and sale regulations of the Shares NYSE, any applicable state securities or “blue sky” Laws, the Requisite Stockholder Vote and the Warrant under this Agreementfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, the fulfillment of the terms execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company do not and will not (i) contravene the Certificate of Incorporation or Bylaws of the Company, or the charter, bylaws, partnership agreement, limited liability company agreement or other organizational documents of any Material Subsidiary, (ii) violate any Applicable Law, or (iii) require any consent or approval under, conflict with or result in a breach or termination of or constitute a violation of, or default (with or without the giving of notice or the passage lapse of time or both) a default (or give to others any right of termination, vesting, amendment, modification, acceleration or cancellation) under, (A) or result in the triggering of any material bondpayments or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries, debenturepursuant to, note any Company Permit or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or any of their respective properties are or assets may be bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Civ) any law, administrative regulation, ordinance conflict with or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation a breach of or imposition of default under any lienjudgment, encumbrancedecree, claim, security interest order or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument ruling to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound their assets or properties may be bound, except, with respect to clauses (ii), (iii) and (iv) for any such contraventions, violations, conflicts, consents, approvals, breaches or defaults which any of the property would not reasonably be expected to have, individually or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementaggregate, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa Company Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, by the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the other documents contemplated by this Agreement and the consummation by the Company of the issuance of the Note, the Preferred Shares and the Warrants as contemplated by this Agreement, and the other transactions contemplated hereby by this Agreement, the Note, the Statement of Resolution, the Registration Rights Agreement, the Warrants and the Transfer Agent Instruction do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or bothboth (i) result in any violation of any terms of the Articles of Incorporation or By-laws of the Company or any Subsidiary, (ii) conflict with or result in a breach by the Company or any Subsidiary of any of the terms or provisions of, or constitute a default under, (A) or result in the modification, amendment, termination or cancellation of, result in the acceleration of any material bond, debenture, note obligation of the Company or other evidence of indebtednessany Subsidiary under, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or any of their respective propertiesproperties or assets is bound or affected, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, including, without limitation, any law of the State of New York or the State of Texas relating to usury or the maximum rate chargeable with respect to indebtedness, or (iiiv) result in have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the creation Company or imposition of any lien, encumbrance, claim, security interest Subsidiary to own or restriction whatsoever upon lease and operate any of the material their respective properties or assets to conduct any of their respective businesses or the ability of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsmake use thereof.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo such Interested Party’s knowledge, the execution execution, delivery and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms performance of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) not, contravene, conflict with with, or constitute a result in any violation of, breach of or default by (with or without the giving of notice or the passage lapse of time time, or both) such Interested Party under, (A) or give rise to a right of termination, cancellation or acceleration of any material bond, debenture, note or other evidence of indebtednessobligation under, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever lien upon any of the material properties or assets of the Company such Interested Party under, any provision of (i) such Interested Party’s charter, bylaws, partnership agreement or other organizational documents, if applicable, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Interested Party or (iii) any judgment, order, decree, statute, law, ordinance, injunction, rule or regulation applicable to such Interested Party or any Subsidiary of such Interested Party’s properties or an acceleration assets, other than any such conflicts, violations, defaults, rights, or liens that, individually or in the aggregate, would not impair the ability of indebtedness pursuant such Interested Party to any obligationperform such Interested Party’s obligations hereunder or prevent, agreement limit or condition contained restrict in any material bond, debenture, note respect the consummation of any of the transactions contemplated hereby. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Interested Party is trustee or any other evidence of indebtedness or person, including any material indenturegovernmental authority, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No whose consent, approval, order or authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required by or with respect to such Interested Party for the execution execution, delivery and delivery performance of this Agreement, Agreement by such Interested Party or the valid issuance and sale consummation by such Interested Party of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawstransactions contemplated hereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo the best of its knowledge and belief, neither the execution execution, delivery and delivery of this Agreement, performance by the issuance and sale Company of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and Transaction Documents nor the consummation of the transactions contemplated hereby therein will not (i) contravene or conflict with the charter documents of the Company, (ii) contravene or conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court provision of any Applicable Law (as defined herein) binding upon or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesof the Company's assets, or (iiiii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien (as defined herein) on any of the Company's assets, other than Permitted Liens (as defined herein), (iv) be in conflict with, constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material properties benefit under, or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant give rise to any obligationright of termination, agreement cancellation, increased payments or condition contained in acceleration under any terms, conditions or provisions of any material note, bond, debenture, note or any other evidence of indebtedness or any material indenturelease, mortgage, deed of trust indenture, license, contract, franchise, permit, instrument or any other agreement or instrument obligation to which the Company or any Subsidiary is a party party, or by which any of them is bound its properties or assets may be bound, or (v) to which any the knowledge of the property Company, disrupt or assets impair any business relationship with any material supplier, customer, distributor, sales representative or employee of the Company. Neither the Company nor its subsidiaries is in violation of any term of or in default under its charter documents or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any Subsidiary governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any Applicable Law, the Company is subject. No not required to obtain any consent, approval, authorization or other order of, or registration, qualification make any filing or filing registration with, any regulatory bodycourt or governmental agency in order for it to execute, administrative agencydeliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms thereof. All consents, self-regulatory organizationauthorizations, stock exchange or marketorders, or other governmental body in filings and registrations which the United States Company is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant to obtain pursuant to this Agreement, other than such as the preceding sentence have been obtained or will be made effected on or obtained prior to the Closing Datedate hereof. The Company and its subsidiaries are unaware of any facts or circumstance, and except for which might give rise to any securities filings required to be made under federal or state securities lawsof the foregoing.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Adjusted Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Adjusted Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo the best of its knowledge and belief, neither the execution execution, delivery and delivery of this Agreement, performance by the issuance and sale Company of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and Transaction Documents nor the consummation of the transactions contemplated hereby therein will not (i) contravene or conflict with the charter documents of the Company, (ii) contravene or conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court provision of any Applicable Law (as defined herein) binding upon or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesof the Company’s assets, or (iiiii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien (as defined herein) on any of the Company’s assets, other than Permitted Liens (as defined herein), (iv) be in conflict with, constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material properties benefit under, or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant give rise to any obligationright of termination, agreement cancellation, increased payments or condition contained in acceleration under any terms, conditions or provisions of any material note, bond, debenture, note or any other evidence of indebtedness or any material indenturelease, mortgage, deed of trust indenture, license, contract, franchise, permit, instrument or any other agreement or instrument obligation to which the Company or any Subsidiary is a party party, or by which any of them is bound its properties or assets may be bound, or (v) to which any the knowledge of the property Company, disrupt or assets impair any business relationship with any material supplier, customer, distributor, sales representative or employee of the Company. Neither the Company nor its subsidiaries is in violation of any term of or in default under its charter documents or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any Subsidiary governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any Applicable Law, the Company is subject. No not required to obtain any consent, approval, authorization or other order of, or registration, qualification make any filing or filing registration with, any regulatory bodycourt or governmental agency in order for it to execute, administrative agencydeliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms thereof. All consents, self-regulatory organizationauthorizations, stock exchange or marketorders, or other governmental body in filings and registrations which the United States Company is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant to obtain pursuant to this Agreement, other than such as the preceding sentence have been obtained or will be made effected on or obtained prior to the Closing Datedate hereof. The Company and its subsidiaries are unaware of any facts or circumstance, and except for which might give rise to any securities filings required to be made under federal or state securities lawsof the foregoing.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution and delivery Company of this Agreement, the issuance and sale of the Shares Subscription Agreement and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Other Subscription Agreements and the consummation of the transactions herein and therein, contemplated hereby (including, without limitation, the issuance of Common Shares hereunder and thereunder) do not and will not (i) conflict with or constitute a violation ofnot, or default (whether with or without the giving of notice or the passage of time or both, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in a Repayment Event (as defined below) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture agreement or other agreement or instrument to which the Company or any Subsidiary one of its subsidiaries is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order one of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them its subsidiaries is bound or to which any of the property or assets of the Company and/or its subsidiaries is subject, (ii) result in any violation of the provisions of the articles of incorporation or bylaws of the Company or one of its subsidiaries or (iii) result in any violation of any statute or any Subsidiary is subjectorder, rule or regulation applicable to the Company or any of its subsidiaries of any federal, state, local or foreign court or governmental agency (each a “Governmental Entity”), except in the case of clauses (i) and (iii) for such conflicts, breaches, violations, defaults or Repayment Events that would not, individually or in the aggregate, result in a Material Adverse Effect. No consentAs used herein, approvala “Repayment Event” means any event or condition that gives the holder of any note, authorization debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or registration, qualification repayment of all or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange a portion of such indebtedness by the Company or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsa subsidiary.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, ----------------- the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Common Stock and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares Common Stock and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. Notwithstanding the foregoing, the final approval of the American Stock Exchange is required in connection with the issuance of the Common Stock and Warrants.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterarticles of incorporation, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws or under the rules of The NASDAQ Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws Certificate of Incorporation or Bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby, including the issuance of the Warrant Shares in accordance with the terms of the Warrants, will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary (each, a "Subsidiary" and collectively, the "Subsidiaries") is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charterCertificate of Incorporation, by-laws Bylaws, or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, which conflict, violation or default, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Common Stock and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares Common Stock and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Purchased Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) (including any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the chartercertificate of incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority or the rules of the Trading Market applicable to the Company or any Subsidiary or their respective its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which would not have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, except to the extent that such acceleration would not have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other Person is required for the execution and delivery of this AgreementAgreement by the Company, the valid issuance and sale of the Purchased Shares and Warrant to be sold pursuant to this AgreementAgreement and the performance by the Company of its other obligations hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and to be sold by the Warrant Company under this the Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby thereby will not (ia) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) underunder (x) the charter, by-laws or other organizational documents of the Company or any subsidiary or, (Ay) to such counsel's knowledge, (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which it or any of its Subsidiaries subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Cii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, or (iib) to such counsel's knowledge, result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject. No To such counsel's knowledge, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other Person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.and

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 2.3, the execution and delivery of this AgreementAgreement and the Ancillary Agreements, the issuance and sale of the Shares and the Warrant under this Agreement, the issuance of the Preferred Conversion Shares upon conversion of the Share, the issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants, the fulfillment of the terms of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, the issuance of the Preferred Conversion Shares upon conversion of the Shares, the issuance of the Warrants to be sold pursuant to this Agreement, the issuance of the Warrant Shares upon exercise of the Warrants and the performance by the Company of its other obligations hereunder and thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this AgreementAgreement or for any Advance hereunder, other than such as have been or will be made or obtained prior to the Closing Datedate hereof, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and the Warrants under the Agreement, the issuance of the Warrant under this AgreementShares upon exercise of the Warrants, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the material property or assets of the Company or any Subsidiary is subject, except for such liens, encumbrances, claims, security interests or restrictions upon any of the properties or assets of the Company or accelerations of indebtedness that are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this the Agreement, the valid issuance and sale of the Shares and Warrant the Warrants to be sold pursuant to this the Agreement, or the valid issuance of the Warrant Shares upon exercise of the Warrants, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the other transactions contemplated hereby thereby will not (iA) result in a conflict with with, give rise to any payment or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, its properties or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject; except in the case of each of A(i), A(iii) and B, such as would not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant Warrants by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws and exchange listing rules and requirements.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Shares and Securities to be sold by the Warrant Company under this Agreementthe Transaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby will not (iA) result in conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, except as would not reasonably be expected to have a Material Adverse Effect, (Bii) the charterCertificate of Incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective its properties, except as would not reasonably be expected to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the material property or assets of the Company or any Subsidiary is subject, except as would not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents by the Company and the valid issuance and or sale of the Shares and Warrant Securities by the Company pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, where such conflict, violation or default is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an a material acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other material evidence of indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws, and except where any failure to obtain any of the foregoing would not have a Material Adverse Effect.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementShares, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and Units under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties other than in relation to any offering of securities under Section 5 of the Securities Act or (iv) any offering of securities under Section 5 of the Securities Act, assuming compliance by the Investors with the terms and conditions hereof and the truthfulness and accuracy of the Investors' representations and warranties set forth in Section 5 hereof, except in the case of clauses (i), (iii) and (iv) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares Units to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and Units under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties other than in relation to any offering of securities under Section 5 of the Securities Act or (iv) any offering of securities under Section 5 of the Securities Act, assuming compliance by the Investors with the terms and conditions hereof and the truthfulness and accuracy of the Investors’ representations and warranties set forth in Section 5 hereof, except in the case of clauses (i), (iii) and (iv) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares Units to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Preferred Stock under this Agreement and the Warrant under this AgreementConversion Shares pursuant to the Preferred Stock, the fulfillment of the terms of this Agreement the Investor Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No Other than and subject to shareholder consent for the reverse split of the Common Stock and filings with the Securities and Exchange Commission and state securities authorities and compliance with the requirements in respect thereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Investor Agreements, and the valid issuance and sale of the Shares and Warrant Preferred Stock to be sold pursuant to this Agreement, and the valid issuance of the Conversion Shares under the Preferred Stock, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsobtained.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, where such conflict, violation or default is reasonably expected to result in a Material Adverse Effect, (Bii) the chartercertificate of incorporation, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary of its Subsidiaries or their respective properties, where such conflict, violation or default is likely to result in (A) a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and of sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are arc bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementShares, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance by the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not (ia) contravene or conflict with the Company’s certificate of incorporation or bylaws, (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation ofof any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Company Subsidiary, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without the giving of due notice or the passage lapse of time or both) under, (A) of any material bond, debenture, note right or other evidence obligation of indebtedness, the Company or under any material lease, indenture, mortgage, deed Company Subsidiary or to a loss of trust, loan agreement, joint venture any benefit or other agreement or instrument status to which the Company or any Company Subsidiary is a party or by which it or entitled under any provision of its Subsidiaries or their respective properties are boundany agreement, (B) the charter, by-laws contract or other organizational documents of instrument binding upon the Company or any SubsidiaryCompany Subsidiary or any license, franchise, permit or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to other similar authorization held by the Company or any Company Subsidiary or their respective properties, or (iid) result in the creation or imposition of any Lien (as defined below) on any asset of the Company or any Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent or materially impair the ability of the Company, Parent or Purchaser to consummate the Transactions. As used in this Agreement, “Lien” means any mortgage, lien, encumbrancepledge, charge, claim, security interest or restriction whatsoever upon encumbrance of any of kind; provided, however, that the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligationterm “Lien” shall not include (i) liens for water and sewer charges and current taxes, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or assessments and other governmental body levies, fees or charges not yet due and payable or being contested in the United States is required good faith (for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as which adequate reserves have been or will be made or obtained prior to reflected on the Closing DateCompany’s financial statements), (ii) mechanics, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and except for any securities filings required to be made similar liens and (iii) purchase money liens and liens securing rental payments under federal or state securities lawscapital lease arrangements.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreementhereunder, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No Assuming the correctness of the representations and warranties of each of the Investors set forth in Section 4 hereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares to be sold and Warrant issued pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws and applicable OTC Bulletin Board rules.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the issuance and sale of the Shares under this Agreement and the issuance of the Warrants and Warrant under this AgreementShares upon exercise of the Warrants, the fulfillment of the terms of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No Subject to receipt of the Majority Investors’ Consent and the consents contemplated in Sections 3.12 and 3.13, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, the issuance of the Warrants and Warrant Shares upon exercise of the Warrants and the performance by the Company of its other obligations hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery performance of ----------------- this Agreement, the issuance and sale Power of the Shares Attorney and the Warrant under this Agreement, Custody Agreement by the fulfillment of the terms of this Agreement Selling Stockholder and the consummation of the transactions contemplated hereby by this Agreement, the Power of Attorney and the Custody Agreement (including the sale and delivery of the Common Stock to be sold by the Selling Stockholder pursuant to this Agreement), and compliance by the Selling Stockholder with its obligations under this Agreement, the Power of Attorney and the Custody Agreement, have been duly authorized by all necessary action on the part of the Selling Stockholder and do not and will not (i) conflict with or constitute a violation ofnot, or default (whether with or without the giving of notice or the passage of time or both) , conflict with or constitute a breach of, or default or Repayment Event under, (A) or result in the creation or imposition of any material bondlien, debenturecharge or encumbrance upon any of the Securities to be sold by the Selling Stockholder under this Agreement or any other property or assets of the Selling Stockholder or, note or other evidence if applicable, any of indebtednessits subsidiaries pursuant to, or under any material leasecontract, indenture, mortgage, deed of trust, loan or credit agreement, joint venture note, lease or other agreement or instrument to which the Company or Selling Stockholder or, if applicable, any Subsidiary of its subsidiaries is a party or by which it or the Selling Stockholder or, if applicable, any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is subsidiaries may be bound or to which any of the property or assets of the Company Selling Stockholder or, if applicable, any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Organizational Documents (which term, when used herein with respect to the Selling Stockholder, includes, without limitation, the memorandum of association and articles of association of the Selling Stockholder) of the Selling Stockholder or, if applicable, any of its subsidiaries, or any Subsidiary is subject. No consentapplicable law, approvalstatute, authorization rule, regulation, judgment, order, writ or other order ofdecree of any government, government instrumentality or registrationcourt, qualification domestic or filing withforeign, having jurisdiction over the Selling Stockholder or, if applicable, any regulatory bodyof its subsidiaries or any of their respective assets, administrative agencyproperties or operations, self-regulatory organizationexcept where such conflict, stock exchange breach, default, Repayment Event, lien, charge, encumbrance or marketviolation would not affect the offering, sale or other governmental body in the United States is required for the execution and delivery of the Securities as contemplated by this Agreement and could not be reasonably expected to affect any of the other transactions contemplated by this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note agreement or other evidence of indebtedness, instrument filed or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument incorporated by reference as an exhibit to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundthe Exchange Act Documents (the "Exchange Act Exhibits"), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectExchange Act Exhibit. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Agreements and the Warrants, and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and to be sold by the Warrant Sellers under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery performance of this Agreement, the issuance and sale ----------------- each of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Documents and the consummation of the transactions contemplated hereby and thereby does not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it or any of its Subsidiaries subsidiaries or their respective properties are boundbound (provided that Investor does not acquire 20% or more of the issued and outstanding voting stock of the Company), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever Liens upon any of the material properties or assets of the Company or any Subsidiary or subsidiary, an acceleration of indebtedness indebtedness, or obligate the Company or any of its subsidiaries to make any payment or to incur any additional obligation pursuant to any obligation, agreement or condition contained in any material bondxxxxxxxx xxxx, debenturexxxxxxxxx, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary subsidiary is subjectsubject (provided that the Investor does not acquire 20% or more of the issued and outstanding voting stock of the Company), except for potential obligations under covenants relating to transactions with affiliates. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution execution, delivery and delivery performance of this the Agreement, the valid issuance and sale of the Shares and the Warrant to be sold pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made other than approvals under federal or state securities lawsthe HSR Act.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares Securities and the Warrant Conversion Shares under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which it they or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of each of the Company or any Subsidiaryand its subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary and its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary its subsidiaries is subjectsubject except in cases not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Securities and the Conversion Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not not, in any material respect, (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or its properties are bound, (ii) the Charter Documents of the Company or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreement, other than (i) such as have been or will be made or obtained prior to the Closing Dateobtained, and except for (ii) any securities filings required to be made under federal or state securities lawslaws or by the rules of the Nasdaq National Market and (iii) any consent, approval, authorization or other order of, or registration, qualification or filing, the failure of which to obtain or make would not have a material adverse effect on the condition (financial or otherwise) of the business, operations or assets of the Company, taken as a whole.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this AgreementAgreement by the Company, the valid issuance and sale of the Shares and Warrant to be sold pursuant to this AgreementAgreement and the performance by the Company of its other obligations hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents by the Company, the issuance and sale of the Preferred Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment fulfilment of the terms of this Agreement the Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default or require notice or consent (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof the Subsidiaries, or (Ciii) any material law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary of the Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents by the Company and the valid issuance and sale of the Preferred Shares and Warrant to be sold by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Preferred Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which it or any of its Subsidiaries subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a material adverse effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Preferred Shares and Warrant to be sold pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date_____________ _____________ Company Purchaser 05 / 08 / 2006 05 / 08 / 2006 Mo/Day/Year Mo/Day/Year Page # 7 of 18 obtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, of or default (with or without the giving of notice or the passage of time or both) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charterArticles of Incorporation, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this AgreementAgreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effectdisclosed in Section 4(d) of the Disclosure Schedule, the execution and delivery of this Agreement, the issuance and sale of Transaction Documents by the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement Company and the consummation by the Company of the transactions contemplated hereby by the Transaction Documents do not and will not (i) conflict with or constitute a violation ofnot, or default (with or without the giving of notice or the passage lapse of time time, or both, (i) result in any violation of any provision of the certificate of incorporation or by-laws of the Company or any Subsidiary, (ii) conflict with or result in a breach by the Company or any Subsidiary of any of the terms or provisions of, or constitute a default under, (A) any material bond, debenture, note or other evidence of indebtednessresult in the modification of, or under result in the creation or imposition of any material leaselien, security interest, charge or encumbrance (other than pursuant to the Supplemental Indenture) upon any of the properties or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or any of their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets are bound or affected, in any such case which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations of the Company and the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, (iii) conflict with or result in a breach by the Company or any Subsidiary of the terms or an acceleration provisions of, or constitute a default under, or result in the modification of, or entitle any party other than the Company to terminate, or require any consent or approval of indebtedness pursuant to any obligationsuch party with respect to, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party that relates to any Subsidiary, (iv) violate or by which contravene any of them is bound applicable law, rule or to which any of the property or assets of the Company regulation or any Subsidiary is subject. No consentapplicable decree, approvaljudgment or order of any court, authorization federal or other order of, or registration, qualification or filing with, any state regulatory body, administrative agency, self-regulatory organization, stock exchange or market, agency or other governmental body in the United States is required for or in any other country having jurisdiction over the execution Company or any Subsidiary or any of their respective properties or assets which (x) relates to or affects the Collateral or (y) would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations of the Company and delivery the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of this Agreementthe Company to perform its obligations under, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsTransaction Documents.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required to be made or received by the Company for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, or as may be required by securities laws of foreign countries, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementSecurities, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bondcontract, debenture, note agreement or other evidence instrument filed or incorporated by reference as an exhibit to any of indebtednessthe Exchange Act Documents (any such contract, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundinstrument, an “Exchange Act Exhibit”), (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiarysubsidiary, or (Ciii) assuming the correctness of the representations and warranties of the Buyers set forth herein, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which do not have or would be reasonably likely to result in a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which Exchange Act Exhibit. Assuming the Company or any Subsidiary is a party or by which any of them is bound or to which any correctness of the property or assets representations and warranties of the Company or any Subsidiary is subject. No Buyers set forth herein, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant Securities to this Agreementbe sold hereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, security agreement, loan or credit agreement, joint venture or other agreement agreement, instrument, commitment or instrument arrangement to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterAmended and Restated Articles of Incorporation, by-laws Amended and Restated Bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the ***Confidential treatment has been requested pursuant to Rule 406 of the Securities Act of 1933, as amended. Omitted portions have been filed separately with the Securities and Exchange Commission. Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest interest, charge, option, pledge or restriction whatsoever (a "Lien") upon any of the material properties properties, assets or assets rights of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material material, lease, contract, indenture, mortgage, deed of trust trust, security agreement, loan or credit agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject, the result of which would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws. The execution, delivery and performance by the Company of this Agreement will not require from the Board of Directors or the stockholders of the Company any consent or approval that has not been validly and lawfully obtained. The Company is not subject to any restriction of any kind or character which prohibits the Company from entering into this Agreement or would prevent its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Additional Investment Rights, the issuance and sale of the Shares and the Warrant Additional Investment Rights to be sold by the Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the Additional Investment Rights (including, without limitation, the obligation to deliver AIR Shares upon exercise of the Additional Rights) and the consummation of the transactions contemplated hereby and thereby will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it the Company or any of its Subsidiaries or their respective properties are bound, (Bii) the charterCertificate of Incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, its properties or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementthe Agreements and the Additional Investment Rights by the Company, the valid issuance and or sale of the Shares and Warrant the Additional Investment Rights by the Company pursuant to this Agreementthe Agreements and the valid issuance of the AIR Shares by the Company pursuant to the Additional Investment Rights, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws or the rules of the Nasdaq Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the filing of the Certificate of Designations, the issuance and sale of the Shares and Units to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of the terms of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, Certificate of Incorporation or by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court of competent jurisdiction or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, which conflict, violation or default would be likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the filing of the Certificate of Designations, and the valid issuance and sale of the Shares and Warrant Units (or the Unit Securities (as defined below)) to be sold pursuant to this AgreementAgreement and of the Series B Conversion Shares (as defined below) upon the exercise of the Series B Preferred Stock in accordance with the Certificate of Designations or the Warrant Shares (as defined below) upon exercise of the Warrants in accordance with the terms thereof, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares, Exercised March Warrant Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares, Exercised March Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither the execution and delivery by the Company of this Agreement, nor the issuance and sale performance by the Company of the Shares and the Warrant under this Agreementany of its obligations hereunder, the fulfillment of nor compliance with the terms of this Agreement and provisions hereof, nor the consummation of the transactions contemplated hereby will not (i) conflict with or constitute herein violates, conflicts with, results in a violation breach of, or constitutes a default (or an event which with or without the giving of notice or the passage lapse of time or bothboth would be reasonably likely to constitute a default) underor creates any rights in respect of any Person under (i) the certificates of incorporation or bylaws (or similar organizational documents) of the Company or any of its subsidiaries, (Aii) any material decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, (iii) the terms of any bond, debenture, indenture, credit agreement, note or any other evidence of indebtedness, or under any material agreement, stock option or other similar plan, lease, indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or party, by which it the Company or any of its Subsidiaries or their respective properties are subsidiaries is bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon which any of the material properties or assets of the Company or any Subsidiary of its subsidiaries is subject, or an acceleration (iv) any rule or regulation of indebtedness pursuant to any obligation, agreement the NASD or condition contained in any material bond, debenture, note its OTC Bulletin Board or any other evidence rule or regulation of indebtedness the markets where the Company's securities are publicly traded or any material indenture, mortgage, deed of trust or any other agreement or instrument quoted applicable to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawstransactions contemplated hereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby, including the issuance of the Warrant Shares in accordance with the terms of the Warrants, will not (iA) result in a conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary subsidiary (each, a “Subsidiary” and collectively, the “Subsidiaries”) is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charterCertificate of Incorporation, by-laws Bylaws, or other organizational documents of the Company or any SubsidiaryCompany, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary or their respective properties, which conflict, violation or default, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares and Warrants to be sold by the Warrant Company under this Agreement, the fulfillment performance by the Company of its obligations under the terms of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents and the valid issuance and sale of the Shares and Warrant Units to be sold pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or Company, any Subsidiary of its Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution execution, delivery and delivery performance of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities lawslaws or the rules of the Nasdaq Stock Market.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and under the Warrant under this Agreement, the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws bylaws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect, individually or in the aggregate, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreement and the valid issuance and sale of the Shares to be sold and Warrant issued pursuant to this the Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities to be sold by the Company under the Agreements, the issuance of the Warrant under this AgreementShares, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is likely to, individually or in the aggregate, result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary its property, where such conflict, violation or their respective propertiesdefault is likely to, individually or in the aggregate, result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreementthe Agreements, the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements and, upon the exercise of the Warrant on the terms and conditions set forth therein, the valid issuance of the Warrant Shares, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and Securities under the Warrant under this AgreementAgreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities lawslaws or under the rules of American Stock Exchange.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement, the issuance and sale of the Shares and Securities to be sold by the Warrant Company under this Agreement, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body ; except in the United States is required for the execution case of each of (A) and delivery of this Agreement(B) above, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as could not, individually or in the aggregate, reasonably be expected to have been or will be made or obtained prior to result in a material adverse effect upon the Closing DateCompany and its Subsidiaries, and except for any securities filings required to be made under federal or state securities lawsconsidered as one enterprise.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundbound when such violation, conflict or default would have a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectsubject where such lien or other restriction would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) assuming the accuracy of the representations and warranties of the Investors set forth in Section 5.4(iv)(c) hereof, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority (including federal and state securities laws and regulations and the rules and regulations of Nasdaq (as defined below)) applicable to the Company or any Subsidiary or their respective of its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the material property or assets of the Company or any Subsidiary is subject, except for such liens, encumbrances, claims, security interests or restrictions upon any of the properties or assets of the Company or accelerations of indebtedness that are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Agreements and the Warrants, and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, delivery and performance of the execution and delivery of this AgreementTransaction Documents, including without limitation the issuance and sale of the Shares Note and Warrant to be sold by the Warrant Company under this Agreementthe Transaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby, will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are boundbound when such violation, conflict or default, individually, or in the aggregate, would have a Material Adverse Effect, (Bii) the charterarticles of organization, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesproperties when such violation, conflict or default would have a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (other than the lien of the Deed of Trust on the property to be subject to the Deed of Trust) or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subjectsubject where such lien or other restriction would have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution execution, delivery and delivery performance of this Agreementthe Transaction Documents, including without limitation the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Transaction Documents, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws. Assuming the accuracy of the representations made by Purchaser in Section 2 and, with respect to the exercise of the Warrant, the accuracy of the representations made by Purchaser in the Notice of Exercise attached to the Warrant, the issuance by the Company of the Note and Warrant is exempt from registration under the Securities Act and the issuance of the Underlying Shares upon conversion the Note and exercise of the Warrant, will be exempt from registration under the Securities Act under applicable rules and regulations as currently in effect.

Non-Contravention. Except The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the subsequent issuance of the Underlying Shares upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Warrants) do not and will not (i) violate any provisions of the Company’s or its Subsidiaries’ certificate of incorporation or bylaws, (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject or (iii) subject to the Required Approvals, conflict with, result in a violation of, or imposition of any Lien, upon any property or assets of the Company pursuant to any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court, regulatory body, administrative agency, governmental authority, arbitrator or other authority to which the Company or its Subsidiaries are subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected), except in the case of clause (ii) and clause (iii) such as would not individually reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, charter or by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except for any such creation or imposition which is not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person (including, without limitation, the stockholders of the Company) is required for the execution and delivery of this Agreement, the Agreements and the Warrants and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Additional Shares and under the Warrant under this AgreementTransaction Documents, the fulfillment of the terms of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby thereby do not and will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) (including any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the chartercertificate of incorporation, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority or the rules of the OTC Bulletin Board (the “OTC BB”) applicable to the Company or its properties (collectively, the “Applicable Law”), except in the case of clauses (i) and (iii) for any Subsidiary such conflicts, violations or their respective properties, defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, except to the extent that such acceleration would not have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person is required for the execution and delivery of this Agreementthe Transaction Documents by the Company, the valid issuance and sale of the Additional Shares and Warrant to be sold pursuant to this Agreementthe Transaction Documents and the performance by the Company of its other obligations thereunder, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents, the issuance and sale of the Shares and the Warrant Notes under this Agreement, the issuance of the Shares under the Notes, the fulfillment of the terms of this Agreement the Transaction Documents, and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, charter or by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except for any such creation or imposition which is not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person (including, without limitation, the stockholders of the Company) is required for the execution and delivery of this Agreementthe Transaction Documents, the valid issuance and sale of the Shares and Warrant Notes to be sold pursuant to this Agreementthe Agreements and the valid issuance of the Shares under the Notes, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectThe execution, the execution delivery and delivery performance of this Agreement, the issuance and sale Power of the Shares Attorney and the Warrant under this Agreement, Custody Agreement by the fulfillment of the terms of this Agreement Selling Stockholder and the consummation of the transactions contemplated hereby by this Agreement, the Power of Attorney and the Custody Agreement (including the sale and delivery of the Securities to be sold by the Selling Stockholder pursuant to this Agreement), and compliance by the Selling Stockholder with its obligations under this Agreement, the Power of Attorney and the Custody Agreement, do not and will not (i) conflict with or constitute a violation ofnot, or default (whether with or without the giving of notice or the passage of time or both) , conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any of the Securities to be sold by the Selling Stockholder under this Agreement or any other property or assets of the Selling Stockholder or any of its subsidiaries (Aif any) pursuant to, any material bond, debenture, note or other evidence of indebtedness, or under any material leasecontract, indenture, mortgage, deed of trust, loan or credit agreement, joint venture bond, note, debenture, evidence of indebtedness, lease or other agreement or instrument to which the Company Selling Stockholder or any Subsidiary of its subsidiaries (if any) is a party or by which it the Selling Stockholder or any of its Subsidiaries or their respective properties are bound, subsidiaries (Bif any) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company Selling Stockholder or any Subsidiary of its subsidiaries (if any) is subject. No consent, approvalexcept as would not, authorization individually or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for aggregate, be expected to result in a material adverse change in the execution and delivery of this AgreementUnderwriters’ ability to complete the transactions contemplated hereby, the valid issuance and sale nor will such action result in any violation of the Shares and Warrant pursuant provisions of (i) the Organizational Documents of the Selling Stockholder or any of its subsidiaries (if any) or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of its subsidiaries (if any) or any of their respective assets, properties or operations, except, in the case of clause (ii), as would not, individually or in the aggregate, be expected to this Agreement, other than such as have been or will be made or obtained prior result in a material adverse change in the Underwriters’ ability to complete the Closing Date, and except for any securities filings required to be made under federal or state securities lawstransactions contemplated hereby.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement or the valid issuance and sale of the Shares and the Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse EffectTo the best of its knowlwedge and belief, neither the execution execution, delivery and delivery of this Agreement, performance by the issuance and sale Company of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and Transaction Documents nor the consummation of the transactions contemplated hereby therein will not (i) contravene or conflict with the charter documents of the Company, (ii) contravene or conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court provision of any Applicable Law (as defined herein) binding upon or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective propertiesof the Company’s assets, or (iiiii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon Lien (as defined herein) on any of the Company’s assets, other than Permitted Liens (as defined herein), (iv) be in conflict with, constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material properties benefit under, or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant give rise to any obligationright of termination, agreement cancellation, increased payments or condition contained in acceleration under any terms, conditions or provisions of any material note, bond, debenture, note or any other evidence of indebtedness or any material indenturelease, mortgage, deed of trust indenture, license, contract, franchise, permit, instrument or any other agreement or instrument obligation to which the Company or any Subsidiary is a party party, or by which any of them is bound its properties or assets may be bound, or (v) to which any the knowledge of the property Company, disrupt or assets impair any business relationship with any material supplier, customer, distributor, sales representative or employee of the Company. Neither the Company nor its subsidiaries is in violation of any term of or in default under its charter documents or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any Subsidiary governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any Applicable Law, the Company is subject. No not required to obtain any consent, approval, authorization or other order of, or registration, qualification make any filing or filing registration with, any regulatory bodycourt or governmental agency in order for it to execute, administrative agencydeliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms thereof. All consents, self-regulatory organizationauthorizations, stock exchange or marketorders, or other governmental body in filings and registrations which the United States Company is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant to obtain pursuant to this Agreement, other than such as the preceding sentence have been obtained or will be made effected on or obtained prior to the Closing Datedate hereof. The Company and its subsidiaries are unaware of any facts or circumstance, and except for which might give rise to any securities filings required to be made under federal or state securities lawsof the foregoing.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, Neither the execution and delivery by the Company of this Agreement, the issuance and sale of the Shares Certificate and the Warrant Escrow Agreement nor the performance by the Company of any of its obligations hereunder and under this the Certificate and the Escrow Agreement, the fulfillment of nor compliance with the terms of this Agreement and provisions hereof or thereof, nor the consummation of the transactions contemplated hereby will not herein and therein (iincluding, without limitation, obtaining the Stockholder Consent as contemplated by Section 5(b) conflict with or constitute hereof): violates, conflicts with, results in a violation breach of, or constitutes a default (or an event which with or without the giving of notice or the passage lapse of time or bothboth would be reasonably likely to constitute a default) under, or creates any rights in respect of any Person under (A) the certificates of incorporation or bylaws (or similar organizational documents) of the Company or any material of its subsidiaries, (B) any decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, (C) the terms of any bond, debenture, indenture, credit agreement, note or any other evidence of indebtedness, or under any material agreement, stock option or other similar plan, lease, indenture, mortgage, deed of trust, loan agreement, joint venture trust or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or party, by which it the Company or any of its Subsidiaries or their respective properties are subsidiaries is bound, (B) or to which any of the charter, by-laws properties or other organizational documents assets of the Company or any Subsidiaryof its subsidiaries is subject, (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company or any of its subsidiaries is a party or (CE) any law, administrative regulation, ordinance rule or order regulation of the NASD or the Nasdaq or any court rule or governmental agency, arbitration panel regulation of the markets where the Company's securities are publicly traded or authority quoted applicable to the Company or any Subsidiary the transactions contemplated hereby; other than as expressly contemplated by this Agreement, the Certificate or their respective propertiesthe Escrow Agreement, or (ii) result results in the creation or imposition of any lien, encumbrancecharge or encumbrance upon any Investment Securities, claim, security interest the Plug Power Stock or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been its subsidiaries; or will be made subject to any preemptive right, rights of first refusal or obtained prior to the Closing Date, and except for any securities filings required to be made under federal similar rights that have not been properly waived or state securities lawscomplied with.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements, the issuance and sale of the Primary Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default would not have a material adverse effect on the financial condition or results of operations of the Company and Subsidiaries taken as one enterprise, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Primary Shares and Warrant to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale of the Shares shares of Series A Preferred Stock and the Warrant under this AgreementConversion Shares, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are property is bound, where such conflict, violation or default is likely to result in a Material Adverse Effect, (Bii) the charter, by-laws or other organizational documents of the Company or any SubsidiaryCompany, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company or any Subsidiary its property, where such conflict, violation or their respective propertiesdefault is likely to result in a Material Adverse Effect, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary is subject, where such lien, encumbrance, claim, security interest or restriction is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement and the valid issuance and sale of the Shares and Warrant pursuant to this AgreementSeries A Preferred Stock or the Conversion Shares, other than such as have been or will be made or obtained prior to the Closing Date, and except for any securities filings required to be made under federal or state securities lawsobtained.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this the Agreement and the Warrant Agreement, the issuance and sale of the Shares and to be sold by the Company under the Agreement, the issuance of the Shares of Common Stock issuable upon the exercise of the Warrant under this Agreement(the “Warrant Shares”), the fulfillment of the terms of this the Agreement and the consummation of the transactions contemplated hereby thereby will not (iA) result in conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or their respective its properties are bound, where such conflict, violation or default is reasonably expected to result in a Material Adverse Effect, (Bii) the charterArticles of Incorporation, by-laws or other organizational documents of the Company or any Subsidiaryof its Subsidiaries, as amended, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to binding upon the Company Company, its Subsidiaries or any Subsidiary or their respective its properties, where such conflict, violation or default is likely to result in (A) a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them it is bound or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements by the Company and the valid issuance and or sale of the Shares and Warrant by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Transaction Documents by the Company, the issuance and sale of the Preferred Shares and to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (iA) conflict with or constitute a violation of, or default or require notice or consent (with or without the giving of notice or the passage of time or bothotherwise) under, under (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which it the Company or any of its the Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiaryof the Subsidiaries, or (Ciii) any material law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary of the Subsidiaries or their respective properties, or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary of the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Transaction Documents by the Company and the valid issuance and sale of the Preferred Shares and Warrant to be sold by the Company pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the issuance and sale of the Shares Prior Warrant Shares, the Shares, and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, Agreement or the valid issuance and sale of the Shares Prior Warrant Shares, the Shares, and the Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreement, the issuance and sale delivery, as applicable, of the Shares and Notes, the Warrants and, if exercised, the Warrant Shares by the Companies under this Agreement, the fulfillment performance by each Company of the terms of its obligations under this Agreement and and/or the consummation of the transactions contemplated hereby will not (ia) conflict with with, result in the breach or constitute a violation of, or default constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the such Company or any Subsidiary is a party or by which it or any of its Subsidiaries properties may be bound or their respective properties are boundaffected, including the Project Documents (as defined below), (Bii) the charter, by-laws Articles of Incorporation and Bylaws or other organizational governing documents of the Company or any Subsidiarysuch Company, as amended to date, or (Ciii) any statute or law, administrative judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body, governmental agency, arbitration panel or authority applicable to the Company or such Company, any Subsidiary of its subsidiaries or their respective properties, or (iib) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the such Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the such Company or any Subsidiary is a party or by which any of them such Company is bound or to which any of the property or assets of such Company is subject or (c) result in the Company trigger or application of any Subsidiary is subjectanti-dilution provision or mechanism (however defined) in any outstanding securities or agreements that would result in the issuance of additional shares of FEEC's Common Stock or the entitlement to additional shares of FEEC's Common Stock upon the exercise of any outstanding securities or instruments or otherwise result in any dilution of the Purchasers’ interest in FEEC's Common Stock, directly or indirectly. No Assuming the accuracy of the representations of the Purchasers contained herein, no consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale delivery of the Notes, the Warrants or, if exercised, the Warrant Shares and Warrant pursuant to this Agreement, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except or for any securities filings required to be made under federal or state securities lawslaws applicable to the offering of the Notes, the Warrants and/or the Warrant Shares.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements by the Company, the issuance and sale of the Shares and Securities to be sold by the Warrant Company under this Agreementthe Agreements, the fulfillment of the terms of this Agreement the Agreements on the part of the Company and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except where such conflict, violation or default has been waived or would not have a Material Adverse Effect, (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the Agreements and the valid issuance and sale of the Shares and Warrant Securities to be sold pursuant to this Agreementthe Agreements, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any securities filings required to be made under federal or state securities laws.

Non-Contravention. Except as would not reasonably be expected to have a Material Adverse Effect, the The execution and delivery of this Agreementthe Agreements and the Warrants, the issuance and sale of the Shares and the Warrants under the Agreements and the Warrant Shares under this Agreementthe Warrant, the fulfillment of the terms of this Agreement the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not (iA) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or bothotherwise) under, (Ai) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (Bii) the charter, charter or by-laws or other organizational documents of the Company or any Subsidiary, or (Ciii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iiB) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subjectsubject except for any such creation or imposition which is not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States or any other person (including, without limitation, the stockholders of the Company) is required for the execution and delivery of this Agreement, the Agreements and the Warrants and the valid issuance and sale of the Shares and Warrant Warrants to be sold pursuant to this Agreementthe Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been or will be made or obtained prior to the Closing Dateobtained, and except for any stockholder approval under applicable Nasdaq requirements as contemplated pursuant to Section 7.9, post-closing securities filings or notifications required to be made under federal or state securities laws.