Common use of Organization; Authorization; No Conflict Clause in Contracts

Organization; Authorization; No Conflict. CFFTI is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. CFFTI is an Affiliate of the Cystic Fibrosis Foundation ("CFF"). CFFTI has full corporate, right, power and authority to execute and deliver this Agreement, the Registration Rights Agreement, and the Warrants and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants and the consummation of the transactions contemplated hereby and thereby and the acceptance of the Warrants have been duly and validly authorized by all necessary corporate action on the part of CFFTI and the CFF and no other proceedings are necessary on the part of CFFTI or the CFF to authorize this Agreement, the Registration Rights Agreement, or the Warrants or the consummation of the transactions contemplated by this Agreement, the Warrants or the Registration Rights Agreement. This Agreement, the Registration Rights Agreement and the Warrants and have been duly and validly executed by CFFTI and constitute the legal, valid and binding obligations of CFFTI enforceable against CFFTI in accordance with their respective terms. The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by CFFTI and the consummation of the transactions contemplated hereby and thereby do not and will not (a) require the consent of any Person that has not been obtained; (b) violate any provision of the Charter Documents of CFFTI; (c) violate, conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate or excuse the performance required by any Person of any of its obligations under, cause the acceleration of the maturity of any material amount of debt or material obligation pursuant to or result in the creation or imposition of any material Encumbrance upon any Property of CFFTI under, any material contract to which CFFTI is a party or by which it or its Property is bound or subject such that any such occurrence will have a material adverse effect on CFFTI or violate in any material manner any material Law or any Judgment applicable to CFFTI or its Properties. CFFTI has previously provided to the Company true, correct and complete copies of its Charter Documents, as amended to date and as currently in effect.

Organization; Authorization; No Conflict. CFFTI The Company is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of MarylandDelaware. CFFTI is an Affiliate of the Cystic Fibrosis Foundation ("CFF"). CFFTI The Company has full corporate, right, corporate power and authority to enter into this Agreement. The Company has taken all corporate and shareholder action necessary to execute and deliver this Agreement, to perform its obligations under this Agreement and the Registration Rights other documents and instruments delivered by it pursuant to this Agreement, and the Warrants and to consummate the transactions contemplated hereby and thereby, including, without limitation, obtaining the recommendation of an independent committee of the Company's Board of Directors (the "BOARD"), obtaining the approval of the Board and the approval of the Special Committee in each case, of this Agreement, the amendment to the Company's Fourth Restated Certificate of Incorporation (the "CHARTER") in the form of Exhibit B attached hereto (the "CHARTER AMENDMENT"), and each of the transactions contemplated thereby, other than (i) the approval of the Charter Amendment by (x) the affirmative vote of the holders of a majority of the Series B Preferred Stock and of the Series C Preferred Stock, each voting separately as a class, (y) the affirmative vote of the holders of at least 75% of the outstanding voting power of the Series B Preferred Stock and Series C Preferred Stock, voting together as a single class, and (z) the affirmative vote of the holders of at least a majority of the outstanding Class A Common Stock, voting separately as a class (the "SHAREHOLDER APPROVALS"), and (ii) upon receipt of the Shareholder Approvals, the filing with the Secretary of State of the State of Delaware of the Charter Amendment. The Company has taken all corporate and shareholder action necessary to effect a Conversion hereunder. The Board and the Special Committee have recommended that the shareholders of the Company approve the matters to be submitted for approval by shareholders at the Shareholders' Meeting and give the Shareholder Approvals. In addition, the Board and the Special Committee have also determined that consummating a reverse stock split of Class A Common Stock (the "REVERSE STOCK SPLIT") is in the best interest of the Company and its shareholders and, subject to their right to abandon the Reverse Stock Split at any time prior to the filing of an applicable amendment to the Charter with the Secretary of State of the State of Delaware, has recommended that the shareholders of the Company approve the Reverse Stock Split at the Shareholders' Meeting. This Agreement is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the availability or lack of availability of specific performance and other equitable remedies. Neither the execution and delivery of this Agreement, nor the Registration Rights Agreement and issuance of the Warrants and Class A Common Stock, nor the consummation of the transactions contemplated hereby and thereby and the acceptance of the Warrants have been duly and validly authorized by all necessary corporate action on the part of CFFTI and the CFF and no any other proceedings are necessary on the part of CFFTI or the CFF to authorize this Agreement, the Registration Rights Agreement, or the Warrants or the consummation of the transactions transaction contemplated by this Agreement, has constituted or resulted in or will constitute or result in a default or violation of any term or provision of the Warrants Company's governing documents or any statutes, rules, regulations, indentures, agreements or other instruments binding upon the Registration Rights Agreement. This AgreementCompany, which default or violation would have a Material Adverse Effect (as defined in Section 8.12 hereof) on the Registration Rights Agreement and the Warrants and have been duly and validly executed by CFFTI and constitute the legal, valid and binding obligations of CFFTI enforceable against CFFTI in accordance with their respective terms. The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by CFFTI and the consummation of Company or its ability to consummate the transactions contemplated hereby and thereby do not and will not (a) require the consent of any Person that has not been obtained; (b) violate any provision of the Charter Documents of CFFTI; (c) violate, conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate or excuse the performance required by any Person of any of its obligations under, cause the acceleration of the maturity of any material amount of debt or material obligation pursuant to or result in the creation or imposition of any material Encumbrance upon any Property of CFFTI under, any material contract to which CFFTI is a party or by which it or its Property is bound or subject such that any such occurrence will have a material adverse effect on CFFTI or violate in any material manner any material Law or any Judgment applicable to CFFTI or its Properties. CFFTI has previously provided to the Company true, correct and complete copies of its Charter Documents, as amended to date and as currently in effecthereby.