Common use of REPRESENTATIONS AND WARRANTIES OF MERIDIAN Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF MERIDIAN. Meridian hereby represents and warrants to GS that as of the date hereof: (a) Meridian has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Meridian of this Agreement, the performance by Meridian of its obligations hereunder, and the consummation by Meridian of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Meridian. This Agreement is duly and validly executed and delivered by Meridian and, assuming the due authorization, execution and delivery hereof by GS, constitutes a valid and binding obligation of Meridian, enforceable against Meridian in accordance with its terms. (b) The execution, delivery and performance by Meridian of this Agreement and the consummation of the transactions contemplated hereby (with or without the giving of notice, lapse of time or both): (i) will not conflict with any provision of the certificate of incorporation, bylaws or any other organizational documents of Meridian; (ii) will not conflict with in any respect, violate, result in a breach of, or constitute a default under any law, rule, regulation or order to which Meridian is bound; (iii) do not require the consent of any governmental authority or any other person or entity under any governmental permit, authorization or license or any contract or agreement to which Meridian is a party or by which it or its assets are bound; (iv) will not conflict with in any respect, constitute grounds for termination of, result in a breach of, constitute a default under, give rise to any third party’s right(s) of first refusal or similar right in respect of or adversely affect the rights or obligations of any party under, or accelerate or permit the acceleration of any performance required by the terms of any such permit, authorization, license, contract or agreement; or (v) result in the creation or imposition of any lien or encumbrance of any kind against or upon any asset of Meridian. (c) Meridian is a New York corporation, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to own, lease and operate its property and to carry on its business as now being conducted. (d) The Cancellation Shares, when issued and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and non-assessable, but are subject to restrictions on transfer under applicable federal and state securities laws and, accordingly, any certificates therefor will bear a restrictive legend reflecting the same. (e) The authorized capital stock of Meridian consists solely of 75,000,000 Common Shares, 51 shares of Series A Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series A”), 71,120 shares of Series B Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series B”), 67,361 shares of Series C Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series C”), and 4,861,468 shares of Blank Check Preferred Stock. As of the date hereof, the Company’s issued and outstanding Equity Securities consists solely of (i) 51 Preferred Series A shares, (ii) 35,750 Preferred Series C shares, (iii) 1,698,569 Common Shares, (iv) the Warrant and (v) options to purchase 11,250 shares of common stock at $20.00 per share (the “Options”). As of the closing of the Offering, the Company’s issued and outstanding Equity Securities shall consist solely of (i) 51 Preferred Series A shares, (ii) Common Shares issued as of the date of the closing of the Offering (and taken into account in determining the Cancellation Shares), (iii) the Cancellation Shares, (iv) the Series C Conversion Shares, (v) the Options, (vi) the Offering Shares and (vii) the Offering Warrants.

REPRESENTATIONS AND WARRANTIES OF MERIDIAN. Meridian hereby represents and warrants to GS Praesidian Funds that as of the date hereofEffective Date: (a) Meridian has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Meridian of this Agreement, the performance by Meridian of its obligations hereunder, and the consummation by Meridian of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Meridian. This Agreement is duly and validly executed and delivered by Meridian and, assuming the due authorization, execution and delivery hereof by GSPraesidian Funds, constitutes a valid and binding obligation of Meridian, enforceable against Meridian in accordance with its terms. (b) The execution, delivery and performance by Meridian of this Agreement and the consummation of the transactions contemplated hereby (with or without the giving of notice, lapse of time or both): (i) will not conflict with any provision of the certificate of incorporation, bylaws or any other organizational documents of Meridian; (ii) will not conflict with in any respect, violate, result in a breach of, or constitute a default under any law, rule, regulation or order to which Meridian is bound; (iii) do not require the consent of any governmental authority or any other person or entity under any governmental permit, authorization or license or any contract or agreement to which Meridian is a party or by which it or its assets are bound; (iv) will not conflict with in any respect, constitute grounds for termination of, result in a breach of, constitute a default under, give rise to any third party’s right(s) of first refusal or similar right in respect of or adversely affect the rights or obligations of any party under, or accelerate or permit the acceleration of any performance required by the terms of any such permit, authorization, license, contract or agreement; or (v) result in the creation or imposition of any lien or encumbrance of any kind against or upon any asset of Meridian. (c) Meridian is a New York corporation, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to own, lease and operate its property and to carry on its business as now being conducted. (d) The Cancellation Shares, when issued and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and non-assessable, but are subject to nonassessable and free of restrictions on transfer other than restrictions on transfer under Meridian’s corporate charter or bylaws and applicable federal and state securities laws and, accordingly, any certificates therefor will bear a restrictive legend reflecting the samelaws. (e) The authorized capital stock of Meridian consists solely of 75,000,000 Common Shares, 51 shares of Series A Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series A”), 71,120 71,210 shares of Preferred Series B Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series B”), 67,361 shares of Series C Preferred Stock of Meridian, par value $0.001 per share (“Preferred Series C”), and 4,861,468 4,928,739 shares of Blank Check Preferred Stock. As of the date hereof, the Company’s there are 51 Preferred Shares A shares issued and outstanding; 71,210 Preferred Shares B shares issued and outstanding; 4,928,739 Blank Check Preferred Stock shares issued and outstanding Equity Securities consists solely of (i) 51 Preferred Series A shares, (ii) 35,750 Preferred Series C shares, (iii) 1,698,569 Common Shares, (iv) the Warrant and (v) options to purchase 11,250 shares of common stock at $20.00 per share (the “Options”). As of the closing of the Offering, the Company’s issued and outstanding Equity Securities shall consist solely of (i) 51 Preferred Series A shares, (ii) 17,918,650 Common Shares issued and outstanding. Meridian has no other class or series of authorized, issued or outstanding shares of capital stock. There are 9,321,893 shares of Common Stock issuable upon conversion or exchange of all options, rights, warrants, calls, or other outstanding securities exchangeable for capital stock of Meridian, including, without limitation, shares issuable pursuant to that certain Purchase Warrant for Common Shares dated as of the date hereof, issued in connection with that certain Credit and Guaranty Agreement of even date herewith (the closing of “Credit Agreement”) by and among Meridian, its subsidiary and those certain lenders (such warrant, together with any replacement warrants or additional warrants issued in connection with the Offering (and taken into account in determining Credit Agreement, the Cancellation Shares“Lender Warrant”), (iii) the Cancellation Shares, (iv) the Series C Conversion Shares, (v) the Options, (vi) the Offering Shares and (vii) the Offering Warrants.