Common use of Supporting Documents Clause in Contracts

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At the Closing, the The Purchaser and its counsel shall have received copies of the following documents: (ai) (iA) the CharterRestated Articles, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Nevada, (B) the articles of incorporation (or similar organizational document) for each Subsidiary, certified as of a recent date by the Secretary of State of the jurisdiction where it was formed, and (iiB) a certificate (A) certificates of said Secretary appropriate governmental officials dated as of a recent date as to the due incorporation or formation, existence and subsistence good standing and the payment of all franchise taxes by the Company and each of the CompanySubsidiaries, and listing all documents of the Company and its Subsidiaries on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarygovernmental officials; (bii) a certificate of the Clerk or an Assistant Clerk Secretary of the Company and each Subsidiary dated the Closing Date and Date, certifying: (iA) that attached thereto is a true true, correct and complete copy of the Bylaws and the Restated Articles, as amended by the Certificate of Designation, each as amended and in effect on the date of such certification, and that no other amendments or modifications to such Bylaws or Restated Articles have been authorized; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Company’s Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Other Loan Transaction Documents, the approval of the Restated Articles, the approval of the Reverse Split, the approval of the Certificate of Designation, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon Shares, and the exercise reservation of the WarrantPreferred Stock Conversion Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iiC) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Charter has not been shareholders of the Company approving the Restated Articles, the Reverse Split and the execution, delivery and performance of each of the Transaction Documents; (D) that attached thereto is a true, correct and complete copy of the bylaws and articles of incorporation (or similar organizational documents) for each Subsidiary, each as amended since and in effect on the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) abovesuch certification, and that no other amendments or modifications thereto have been authorized; and (iiiE) to the incumbency and specimen signature of each officer officer(s) of the Company and its Subsidiaries executing this Agreement, any of the Note, the Other Loan Transaction Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer authorized officer(s) of the Company and its Subsidiaries as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (ciii) a certificate, executed by the Purchaser shall have received an undated stock power for each such certificate representing shares Chief Executive Officer and Chief Operating Officer of stock pledged pursuant to the Junior Subordinated Pledge AgreementCompany, dated as of the applicable Closing Date, between certifying to the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer fulfillment of the pledge thereof; (dspecific conditions set forth in Sections 4.01(a), 4.01(b) hereto and to the Purchaser shall have received evidence in form and substance satisfactory to it that fulfillment of all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveconditions in this Article IV in general; and (fiv) such additional supporting documents and other information with respect to the Company’s operations of the Company and affairs as the Purchaser or its counsel reasonably may reasonably request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. At the Closing, the Purchaser Borrower shall have received copies of cause to be delivered to Bank the following documents: (a) (i) A copy of the Chartergoverning instruments of Borrower, and a good standing certificate of Borrower, certified as by the appropriate official of a recent date its state of incorporation and the State of Florida, if different; (ii) Incumbency certificate and certified resolutions of the board of directors (or other appropriate Persons) of Borrower, and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrower or such other Person, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of the Loan Documents; (iii) The legal opinion of Borrower’s legal counsel addressed to Bank regarding such matters as Bank and its counsel may request; (iv) For Advances under the Revolving Loan, a satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (v) For Advances under the Equipment Loan, satisfactory evidence of the purchase price of the Equipment as evidenced by a fully-executed and binding purchase order or other contract acceptable to Bank, along with all supporting statements, schedules and reconciliations as required by Bank; (vi) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Bank, and evidence of payment to other parties of all fees or costs which Borrower is required under this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated to pay by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b)initial Advance; (cvii) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereofCollateral other than Permitted Liens; (dviii) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created Any lien waivers requested by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company Bank pursuant to clause (bSection 6.18(i) abovehereof; and (fix) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestA satisfactory Perfection Certificate duly completed by Borrower.

Supporting Documents. At the Closing, the Purchaser (a) The Lender shall have received copies of on the following documents: (a) Closing Date (i) a copy of resolutions of the CharterBoard of Directors of the Borrowers, certified as of a recent date in full force and effect on the Closing Date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrowers, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and authorizing designated officers of the Other Borrowers to execute and deliver the Loan DocumentsDocuments on behalf of the Borrowers and to execute and deliver to the Lender Requests for Advances; (ii) a certificate of the Secretary of the Borrowers, dated the Closing Date, certifying the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) a copy of the Certificate of Incorporation and By-laws of the Borrowers, certified as true and correct on and as of the date on which Loan Documents are executed and delivered; (iv) Opinion of Counsel to the Borrowers in substantially the same form as attached hereto as Exhibit D; (v) Certificate of the Secretary of Healthcare Recoveries, Inc., and copies of Cross- Receipts evidencing that Healthcare Recoveries, Inc., has closed on the sale of its common stock in its initial public offering; and (vi) such additional supporting documents as the Lender may request. (b) The Lender shall also have received on or before the date on which a Subsidiary becomes a Participating Subsidiary (i) a copy of resolutions of the Board of Directors and, if necessary, the issuance, sale, delivery, and performance shareholders of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are Subsidiary certified as in full force and effect on the date thereof by the Secretary of such Subsidiary, authorizing such Subsidiary's execution, delivery and are performance of, the Loan Documents and all the resolutions adopted in connection with the transactions contemplated other agreements and instruments that this Agreement requires to be executed, delivered and performed by this Agreementsuch Subsidiary; (ii) that a copy of the Charter has not been amended since Certificate of Incorporation or Articles of Incorporation, as the case may be, and By-laws of such Subsidiary, certified as true and correct on and as of the date of the last amendment referred to in the certificate on which loan documents are executed and delivered pursuant to clause (a)(ii) aboveby such Subsidiary; and (iii) to the incumbency and specimen signature certificates of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information good standing with respect to the operations of the Company as the Purchaser or its counsel may reasonably request.to

Supporting Documents. At WCAS VII (on behalf of the Closing, the Purchaser Purchasers) and its counsel shall have received copies of the following supporting documents: (ai) (ix) copies of the CharterCertificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware, and (iiy) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Initial Closing Date and certifying: certifying (iw) that attached thereto is a true and complete copy of all the By-laws of the Company as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon the exercise of the WarrantSecurities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby; (iiy) that the Charter Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(x) above; and (iiiz) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Agreement Amendment, the Other Loan Documents, Stockholders Agreement Amendment and the Warrant stock certificates representing the Initial Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At the Closing, the Purchaser Buyer shall have received copies the documents set forth below: 8.3.1 Certificate(s) representing all of the following documents:Shares, free and clear of all Liens, with any necessary federal, state and local transfer stamps affixed thereto, duly endorsed or accompanied by duly executed stock powers, in the form attached hereto as Exhibit 8.3.1; (a8.3.2 Certificate(s) representing all of the ownership interests of the Companies’ Subsidiaries; 8.3.3 A certificate signed by an authorized officer of the Shareholder dated the Closing Date and certifying that (i) the Charter, certified representations and warranties of the Companies and the Shareholder set forth in Article 5 and Article 6 hereof are true and correct at and as of the Closing Date, as though then made (other than those representations and warranties that address matters as of particular dates, in which case such representations and warranties shall be true and correct as of such particular dates), except to the extent that failure of such representations and warranties to be true and correct as of such date do not result in a recent date by the Secretary of State of the Commonwealth of Massachusetts Material Adverse Effect, and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence Closing Date, that condition set forth in Section 8.1 is satisfied. 8.3.4 Certificates of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk Secretary of the Company Companies and the Companies’ Subsidiaries dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board organizational documents (e.g., Articles of Directors (Incorporation/Organization and Bylaws/Operating Agreement) of such entity as in effect on the "Company Board") or the stockholders date of the Company authorizing the execution, delivery such certification; and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has organizational documents have not been amended since the date of the last amendment referred to in the certificate delivered organizational documents attached pursuant to clause subsection (a)(iii) above; and (iii) to the incumbency and specimen signature of each officer ; 8.3.5 A certificate of the Company executing Secretary or an Assistant Secretary of the Shareholder dated the Closing Date and certifying that attached thereto is a true and complete copy of all resolutions adopted by the Managers of the Shareholder authorizing the execution, delivery and performance of this Agreement, the Note, the Other Loan Documents, Agreement and the Warrant ancillary agreements and any certificate or instrument furnished pursuant hereto, all transactions contemplated by this Agreement and a certification by another officer of the Company as to the incumbency that all such resolutions are in full force and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated effect as of the Closing Date, between ; and 8.3.6 Certificates of good standing for the Company Companies and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate Companies’ Subsidiaries from the Secretary or Assistant Secretary of Bartxxx xx the effect State of the certificate deliverable by the Company pursuant jurisdiction in which such entity was formed dated no more than five (5) days prior to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestClosing.

Supporting Documents. At the Closing, the Purchaser UniHolding and its counsel shall have received copies of the following documents: (ai) (iA) the CharterNDA's Certificate of Incorporation, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary Delaware and (B) from a certificate of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence good standing of BartxxxNDA, xxd the payment of all excise taxes by NDA and listing all documents of Bartxxx xx NDA on file with said Secretary; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company NDA dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of NDA as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company NDA authorizing the execution, delivery and performance of this Agreement, the Option Agreement, the Registration Rights Agreement and the Other Loan DocumentsStockholders' Agreement, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon the exercise of the WarrantShares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Stockholders, Agreement; (iiC) that the Charter NDA's Certificate of Incorporation attached hereto as Exhibit C is in full force and effect and has not been amended since amended; (D) no default, or occurrence or omission which, with notice or the date passage of time or both, would result in an event of default under any agreement to which NDA is a party, shall have occurred or will occur as a result of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) abovesale of Shares; and (iiiE) to the incumbency and specimen signature of each officer of the Company NDA executing this Agreement, the NoteOption Agreement, the Other Loan DocumentsRegistration Rights Agreement, the Stockholders' Agreement and the Warrant and any certificate or instrument furnished pursuant hereto, stock certificates representing the Shares and a certification by another officer of the Company NDA as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company NDA as the Purchaser UniHolding or its counsel reasonably may reasonably request.

Supporting Documents. At On or prior to the Closingdate of this Agreement, the Purchaser Administrative Lender shall have received copies of the following documentsall other documents and instruments required hereunder or otherwise reasonably required by Lenders to be executed and delivered or otherwise provided to Administrative Lender in form and substance satisfactory to Lender and their counsel, including without limitation: (a) (i) the Charter, a certificate of good standing of Borrower and each Subsidiary certified as of a recent date by the Secretary secretary of State state, or other appropriate governmental authority, of the Commonwealth state of Massachusetts incorporation of Borrower and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryeach Subsidiary; (b) a copy of the articles of incorporation of Borrower and each Subsidiary in effect on the date hereof certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of Borrower and each Subsidiary, accompanied by a certificate from an appropriate officer of Borrower and each Subsidiary that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Clerk secretary of state or an Assistant Clerk other appropriate governmental authority; (c) a copy of the Company dated bylaws of Borrower and each Subsidiary in effect on the Closing Date date of this Agreement, accompanied by a certificate from an appropriate officer of Borrower and certifying: (i) each Subsidiary that attached thereto the copy is a true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (d) a copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company board of directors of Borrower and each Subsidiary authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents to which it is a party and the Warranttransactions thereunder, and specifying the reservationofficer or officers of Borrower and each Subsidiary authorized to execute the Loan Documents, issuance accompanied by a certificate from an appropriate officer that the resolutions are true and delivery of the Warrant Shares upon the exercise of the Warrantcomplete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate, together with an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency genuine signatures of all duly elected officers of Borrower and specimen signature of each officer Subsidiary as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification accompanied by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from an appropriate officer that the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveinformation is true and complete; and (fe) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Lenders may reasonably request.

Supporting Documents. At On or prior to the ClosingFirst Closing Date, the Purchaser Purchasers and their counsel shall have received copies of the following supporting documents: (a1) (i) copies of the CharterCertificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (ii2) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, Company and listing all documents of the Company on file with said Secretary and (B3) a telegram or telex from the said Secretary of State as of the State close of Delaware dated as of a recent date business on the next business day preceding the First Closing Date as to the continued due incorporation and subsistence good standing of Bartxxx, xxd listing all documents the Company and to the effect that no amendment to its Certificate of Bartxxx xx file with said SecretaryIncorporation has been filed since the date of the certificate referred to in clause (2) above; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the First Closing Date and certifying: certifying (i1) that attached thereto is a true and complete copy of all the By-laws of the Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, and the Other Loan DocumentsNote, the issuance, sale, delivery, and performance sale of the Note and the Warrantissuance, and the reservation, issuance sale and delivery of the Warrant Shares upon the exercise of the WarrantShares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement; (ii3) that the Charter Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii) (2) above; and (iii4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Registration Rights Agreement and the Note, the Other Loan Documents, and stock certificates representing the Warrant Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At the Closing, the The Purchaser and its counsel shall have received copies of the following documents: (ai) (iA) the Amended Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the Company’s due incorporation and subsistence of good standing and the Company’s payment of all excise taxes, and listing all documents of the Company on file with said Secretary Secretary, and (BC) from a certificate of the Secretary of State of the State of Delaware California and a certificate from the Franchise Tax Board of the State of California, dated as of a recent date as date, with respect to the due incorporation and subsistence good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarythe Company; (bii) a certificate of the Clerk or an Assistant Clerk of the Company Company’s Secretary dated the Closing Date and Date, certifying: (iA) that attached thereto is a true and complete copy of the Bylaws as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance Series B Certificate of this Agreement and the Other Loan DocumentsDesignations, the issuance, saleexecution, delivery, and performance of each of the Note and Transaction Documents, the Warrantissuance, and the reservation, issuance sale and delivery of the Preferred Shares, the Dividend Shares and the Warrant Shares upon and the exercise reservation of the WarrantConversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iiC) that the Amended Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(A) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementany of the Transaction Documents, the Note, stock certificates representing the Other Loan Documents, and the Warrant Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company and its Subsidiaries as the Purchaser or its counsel reasonably may reasonably request.

Supporting Documents. At On or prior to the Closingdate of this Agreement, the Purchaser Lender shall have received copies of the following documentsdocuments satisfactory in form and substance to Lender and counsel for Lender and, as requested by Lender, certified by appropriate corporate or governmental authorities: (a) (i) the Charter, A certificate of good standing of each Borrower certified as of a recent date by the Secretary secretary of State state, or other appropriate governmental authority, of the Commonwealth state of Massachusetts and (ii) a certificate (A) incorporation of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch Borrower; (b) A copy of the articles of incorporation of each Borrower in effect on the date hereof certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of such Borrower, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Clerk secretary of state or an Assistant Clerk other appropriate governmental authority; (c) A copy of the Company dated bylaws of each Borrower in effect on the Closing Date and certifying: (i) date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (d) A copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company board of directors of each Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents and the Warrantborrowings thereunder, and specifying the reservationofficer or officers of such Borrower authorized to execute the Loan Documents, issuance accompanied by a certificate from an appropriate officer that the resolutions are true and delivery of the Warrant Shares upon the exercise of the Warrantcomplete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate, together with an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency and specimen signature genuine signatures of each officer all duly elected officers of such Borrower as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank accompanied by a duly authorized certificate from an appropriate officer of that the pledge thereof; (d) the Purchaser shall have received evidence in form information is true and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedcomplete; (e) UCC-1 Financing Statements (local and state) covering personal property and fixtures encumbered by the Mortgage, or otherwise a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect portion of the certificate deliverable collateral for the loan or loans evidenced hereby, and such other instruments as necessary to insure Lender a perfected first security interest in such personal property and fixtures, subject only to those matters approved by the Company pursuant to clause (b) above; andLender; (f) such additional supporting documents A mortgagee title insurance binder and other information with respect policy insuring the Mortgage as a valid first lien on the property covered thereby, subject only to the operations of the Company as the Purchaser or its counsel may reasonably request.those exceptions approved in writing by Lender, issued by a title insurance company satisfactory to Lender, and including any reinsurance agreements required by Lender;

Supporting Documents. At the Closing, the Purchaser There shall have received been delivered to the Agent (with sufficient copies for each of the Closing Date Banks) such information and copies of documents, approvals (if any) and records (certified where appropriate) of corporate and legal proceedings as the following documentsAgent or any Bank may have reasonably requested relating to the Credit Parties' entering into, issuance and performance of the Loan Documents and the other agreements and documents related thereto to which each is a party. Such documents shall, in any event, include: (a) (i) the Charteron or before September 13, 2002, certified as copies of a recent date the Charter Documents of each of the Credit Parties designated by the Secretary Agent and certificates of State existence and good standing for each of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to Credit Parties designated by the due incorporation and subsistence of Agent which were not delivered on the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryClosing Date; (b) a certificate certificates of authorized officers of each of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted Credit Parties designated by the Board Agent, certifying the corporate resolutions of Directors (each such entity relating to the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, entering into and performance of the Note aforesaid documents to which such entity is a party and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; thereby; (iic) that the Charter has not been amended since the date certificates of authorized officers of each of the last amendment referred to in Credit Parties designated by the certificate delivered pursuant to clause (a)(ii) above; and (iii) Agent, with respect to the incumbency and specimen signature signatures of each their respective officers or representatives authorized to execute such documents and any other documents and papers, and to take any other action, in connection therewith; (d) a certificate of an authorized officer of Holding and an authorized officer of the Company executing this AgreementBorrower certifying, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between compliance with the Company and conditions of Section 6and also the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer absence of any Material Adverse Changes of the pledge thereof; (d) the Purchaser shall have received evidence type referred to in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedSection 6.17; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect an authorized officer of Holding and an authorized officer of the certificate deliverable by Borrower certifying, (as to Holding, the Company pursuant Borrower and each of their Subsidiaries) that the representations and warranties with respect to clause Holding, the Borrower and each of their Subsidiaries contained in Section 10 hereof are true and correct as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time and certifying (bas to such entities) abovethe absence of any Material Adverse Changes; and (f) such additional supporting documents on or before September 13, 2002, a certificate of an authorized officer of Holding and other information with respect to the operations an authorized officer of the Company Borrower certifying, as of the Purchaser date of such certificate, compliance with the conditions of Section 6 to be complied with on or its counsel may reasonably requestbefore September 13, 2002.

Supporting Documents. At On or before the Closingdate hereof, the Purchaser there -------------------- shall have received copies of been delivered to the Agent the following supporting documents: (a) (i) a long-form legal existence and corporate good standing certificates with respect to the Charter, certified Borrower and each of the Guarantors dated as of a recent date issued by the appropriate Secretary of State or other official; (ii) certificates dated as of a recent date with respect to the due qualification of the Borrower and each of the Guarantors to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, issued by the Secretary of State of the Commonwealth of Massachusetts and each such jurisdiction; (iiiii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence copies of the Company, and listing all documents corporate charters of the Company on file with said Secretary Borrower and (B) from each of the Guarantors, certified by the appropriate Secretary of State of or other officials, as in effect on the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryhereof; (biv) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated Borrower certifying as to (a) the Closing Date By-Laws of the Borrower, as in effect on the date hereof; (b) the incumbency and certifying: signatures of the officers of the Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (ic) that attached thereto is a true and complete copy the resolutions of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance making of the Note and the WarrantLoans hereunder, and the reservation, issuance execution and delivery of the Warrant Shares upon Notes and the exercise other Loan Documents; (v) a certificate of the WarrantSecretary or Assistant Secretary of each Guarantor certifying as to (a) the By-Laws of the such Guarantor, as in effect on the date hereof; (b) the incumbency and that all signatures of the officers of such resolutions are in full force and effect and are all the resolutions adopted Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as resolutions of the Closing DateBoards of Directors of such Guarantor authorizing the execution, between the Company delivery and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer performance of the pledge thereof;Subsidiary Guaranty and Subsidiary Security Agreement to which it is a party. (dvi) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to and documents which the operations of the Company as the Purchaser Agent or its counsel may reasonably requestrequest in connection with the transactions contemplated by this Agreement.

Supporting Documents. At On or prior to the ClosingClosing Date, the Purchaser Buyer and its counsel shall have received copies of the following supporting documents: (ai) (iA) copies of the CharterArticles of Incorporation of the Seller, and all amendments thereto, certified as of a recent date by the Secretary Maryland State Department of State Assessments and Taxation and (B) certificates of the Commonwealth Maryland State Department of Massachusetts Assessments and (ii) a certificate (A) of said Secretary Taxation dated as of a recent date as to the due incorporation and subsistence good standing of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretarySeller; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Seller dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of all the By-laws of the Seller, as in effect on the date of the adoption of the resolutions referred to in clause (B) below and on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Seller, authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, Ancillary Agreements and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (iiC) that the Charter Articles of Incorporation of the Seller has not been amended since the date of the last amendment referred to certificate (iii) a certificate of the Secretary or an Assistant Secretary of HMS dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of HMS, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and that all such resolutions are still in full force and effect and are all the certificate delivered pursuant to clause (a)(ii) aboveresolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and (iiiB) to the incumbency and specimen signature of each officer of the Company HMS executing this Agreement, the Note, the Other Loan Documents, Agreement and the Warrant Ancillary Agreements and any certificate or instrument furnished pursuant heretohereto or thereto, and a certification by another officer of the Company HMS as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (biii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiv) such additional supporting documents and other information with respect to the operations and affairs of the Company Seller and HMS, as appropriate, as the Purchaser or Buyer and its counsel may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Lender shall have also received on the Closing Date (i) a copy of resolutions of the CharterBoard of Directors of each of the Borrowers, certified as of a recent in full force and effect on such date by the Secretary of State or Assistant Secretary of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Companyrespective Borrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and authorizing designated officers of the Other Borrowers to execute and deliver the Loan Documents, Documents on behalf of the issuance, sale, deliveryBorrowers, and performance of with respect to Hibbett, to execute and deliver to the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementLender a Request for Advance or Interest Rate Election or Application forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Charter Certificate of Incorporation and Bylaws of such Borrower has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; attached thereto and (iiic) to the incumbency and specimen signature of each officer signatures of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate designated officers referred to in this clause (b); i) above; (ciii) the Purchaser shall have received an undated stock power for each such certificate representing shares Opinion of stock pledged pursuant Counsel to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, Borrowers in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and form required by the Other Loan Documents have been completed; Lender and its counsel; and (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiv) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser Lender or its counsel may reasonably request. (b) The Lender shall also have received on or before any date after the Closing Date on which a person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are appropriate in the circumstances) as to the

Supporting Documents. At the Closing, the Purchaser The Agent shall have received copies for each of the following documentsBorrower, the Guarantors and the MBE Companies: (a) (i) a copy of such entity's certificate of incorporation, as amended up to and including the CharterClosing Date, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the Commonwealth jurisdiction of Massachusetts and such entity's incorporation; PROVIDED that the Agent may, in its discretion, accept such certificate of incorporation of the Borrower or any Guarantor certified by a Secretary or Assistant Secretary of the Borrower in lieu of certification by the Secretary of State (or other applicable Governmental Authority), subject to receipt of an undertaking from the Borrower to effect delivery of such documents certified by the Secretary of State (or other applicable Governmental Authority) promptly after the Closing Date; (ii) a certificate of such Secretary of State (Aor other applicable Governmental Authority) of said Secretary such entity's jurisdiction of incorporation, dated as of a recent date date, as to the due incorporation good standing of such entity and subsistence of as to the Company, and listing all charter documents of the Company on file with said Secretary and (B) from in the office of such Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary(or other applicable Governmental Authority); (biii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company each such entity dated as of the Closing Date and certifying: certifying (iA) that attached thereto is a true and complete copy of all the by-laws of such entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (of such entity authorizing the "Company Board") or the stockholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the Other Loan Documents, the issuance, sale, delivery, and performance granting of the Note security interest in the Letter of Credit Account and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrantother Liens contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; without modification or amendment, (iiC) that the Charter certificate of incorporation of such entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (a)(iii) above; above and (iiiD) as to the incumbency and specimen signature of each officer of the Company such entity executing this Agreement, the Note, the Other Agreement or any other Loan Documents, and the Warrant and Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (biii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above); and (fiv) such additional supporting other documents and other information with respect to the operations of the Company as the Purchaser or its counsel Agent may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Lender shall have also received on the Closing Date (i) a copy of resolutions of the CharterBoard of Directors of each of the Borrowers, certified as of a recent in full force and effect on such date by the Secretary of State or Assistant Secretary of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Companyrespective Borrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and authorizing designated officers of the Other Borrowers to execute and deliver the Loan Documents, Documents on behalf of the issuance, sale, deliveryBorrowers, and performance of with respect to Hibbett, to execute and deliver to the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementLender a Request for Advance or Interest Rate Election forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Charter Certificate of Incorporation and Bylaws of such Borrower has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; attached thereto and (iiic) to the incumbency and specimen signature of each officer signatures of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate designated officers referred to in this clause (b); i) above; (ciii) the Purchaser shall have received an undated stock power for each such certificate representing shares Opinion of stock pledged pursuant Counsel to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, Borrowers in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and form required by the Other Loan Documents have been completed; Lender and its counsel; and (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiv) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser Lender or its counsel may reasonably request. (b) The Lender shall also have received on or before any date after the Closing Date on which a person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 63 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement); and (vi) such additional supporting documents as the Lender or its counsel may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Administrative Agent shall have received copies for each of the following documentsBorrowers and the Guarantor: (a) (i) a copy of each Organizational Document originally executed and delivered by each Borrower and the CharterGuarantor, as applicable, and, to the extent 139 applicable, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Companyapplicable Governmental Authority, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company each dated the Closing Date or a recent date prior thereto; provided, that the Administrative Agent may, in its discretion, accept Organizational Documents of the Borrowers and certifying: the Guarantor certified by a Secretary or Assistant Secretary of the Borrowers and the Guarantor in lieu of certification by Governmental Authorities (isubject to receipt of an undertaking from the Borrowers and the Guarantor to effect delivery of such documents certified by a Governmental Authorities on a post-Closing Date basis); (ii) that attached thereto signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders party, dated as of the Company Closing Date; (iii) duly adopted resolutions of the board of directors or similar governing body of each Borrower and the Guarantor approving and authorizing the execution, delivery and performance of this Agreement and the Other other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated Documents to which it is a party or by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate which it or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated its assets may be bound as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer certified as of the pledge thereofClosing Date by its secretary or assistant secretary as being in full force and effect without modification or amendment; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (eiv) a good standing certificate from the Secretary applicable Governmental Authority of each Borrower's and the Guarantor's jurisdiction of incorporation, organization or Assistant Secretary formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (except in the case of Bartxxx xx United States Gypsum Company, L&W Supply Corporation and USG Interiors, Inc., as to which good standing certificates shall be delivered in respect of their respective jurisdictions of incorporation and the effect jurisdictions in which their principal places of business are located) each dated a recent date prior to the certificate deliverable by the Company pursuant to clause (b) aboveClosing Date; and (fv) such additional supporting other documents and other information with respect to the operations of the Company as the Purchaser or its counsel Administrative Agent may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Company shall have received copies of the following documentsfollowing, each in form and substance reasonably satisfactory to the Company and its counsel: (a) (i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the Chartersole shareholder of Acquisition Corp., certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts their respective Secretaries, authorizing and (ii) a certificate (A) of said Secretary dated as of a recent date as approving, to the due incorporation and subsistence of the Companyextent applicable, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (ii) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) A certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Other Loan Documents, Certificate of Merger and the issuance, sale, deliveryconsummation of the Merger shall have been duly made or obtained, and performance all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the Note and the Warrant, and the reservation, issuance and delivery carrying out of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date any of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Merger Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b);. (civ) the Purchaser shall have received an undated stock power for each such A certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge AgreementComputershare Trust Company, dated Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, between the Company Date a true and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer complete list of the pledge thereof;names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (dv) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion Copies of the Purchaseraudit opinions and audit reports from Xxxxxxxx & Company, desirable P.A. with respect to perfect the security interests created any and all financial statements of Parent that had been audited by the Other Loan Documents and required by the Other Loan Documents have been completed;such firm. (ea) a certificate from the Secretary or Assistant Secretary The executed resignations of Bartxxx xx the effect Xxxxxx X. Xxxxxxxxxx as Chairman of the certificate deliverable by Board of Directors, President, Chief Financial Officer and Secretary, Divo Milan as a Director, and Xxxxxx Xxxxxxx as Director, with the Company pursuant resignations to clause take effect at the Effective Time, except that the resignation of Xx. Xxxxxxxxxx as Director shall take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, and (b) above; andthe executed releases from Messrs. Xxxxxxxxxx, Xxxxx and Kossuth in the form attached hereto as Exhibit H-1 and the executed release from Xxxx Xxxxxx in the form attached hereto as Exhibit H-2. (fvii) such One or more executed lock-up agreements, substantially in the form attached hereto as Exhibit I, covering the 940,245 shares of Parent Common Stock issued and outstanding prior to the Closing that are owned by Xxxx Xxxxxx, or entities owned and/or controlled by him. (viii) Evidence as of a date within ten (10) days of the Effective Time of the good standing and corporate existence of Parent issued by the Secretary of State of Nevada. (ix) Evidence as of a date within ten (10) days of the Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware. (x) A representation letter substantially in the form attached hereto as Exhibit K-1 executed by each of the Directors of Parent and a representation letter substantially in the form attached hereto as Exhibit K-2 executed by Xxxx Xxxxxx. (xi) Such additional supporting documents documentation and other information with respect to the operations of transactions contemplated hereby as the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At On or prior to the Closing, the Closing Date such Purchaser and its counsel shall have received copies of the following documentssupporting documents from the Co-Issuers: (a) (i) copies of (1) the CharterSecond Amended and Restated Certificate of Incorporation of Parent, including all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware, and (ii2) a certificate (A) of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and subsistence good standing of the CompanyParent, and listing all documents of the Company relating to Parent on file with said Secretary and official; (Bii) from copies of (1) the certificate of formation of Intermediate Holdco, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware Delaware, and (2) a certificate of said Secretary, dated as of a recent date date, as to the due incorporation organization and subsistence good standing of BartxxxIntermediate Holdco I, xxd and listing all documents of Bartxxx xx relating to Intermediate Holdco on file with said Secretaryofficial; (biii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Parent, dated the Closing Date and certifying: certifying (i1) that attached thereto is a true and complete copy of the By-laws of Parent as in effect on the date of such certification and at all times since April 28, 1999, (2) that attached thereto is a true and complete copy of resolutions adopted by the Board Special Committee reflecting its final determination to recommend to the entire board of Directors (the "Company Board") or the stockholders directors of Parent approval of the Company transactions contemplated by this Agreement and the Ancillary Agreements, including the issuance, sale and delivery of the Notes, (3) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Parent (A) authorizing the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements, the Offers, the Offers to Purchase, the Offer Documents and other matters relating to the Other Loan DocumentsOffers, the issuance, sale, delivery, sale and performance delivery of the Note and Notes, the Warrantloan from Intermediate Holdco as contemplated in Section 5.02, and the reservation, issuance and delivery of the Warrant Conversion Shares and Exchange Notes Conversion Shares upon the exercise conversion of the WarrantNotes and the approval and, subject to the receipt of Parent Stockholder Approval, adoption of the Third Amended and Restated Certificate of Incorporation and (B) recommending that the stockholders of Parent vote in favor of the matters brought before the Parent Stockholder Meeting, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that Agreement and the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; Ancillary Agreements and (iii4) as to the incumbency and specimen signature of each officer of the Company Parent executing this Agreement, the NoteAncillary Agreements, the Other Loan Documents, and certificates representing the Warrant Purchaser Notes and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Parent as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (biii);; and (civ) a certificate of the sole member of Intermediate Holdco, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of its limited liability company agreement as in effect on the date of its organization and at all times since such date, (2) that attached thereto is a true and complete copy of resolutions adopted by its sole member authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, the issuance, sale and delivery of the Notes and the loan to Parent by Intermediate Holdco as contemplated in Section 5.02 and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements and (3) as to the incumbency and specimen signature of each of its authorized representatives executing this Agreement, the Ancillary Agreements, the certificates representing the Purchaser shall have received an undated stock power for each such Notes and any certificate representing shares of stock pledged or instrument furnished pursuant hereto, and a certification by its sole member as to the Junior Subordinated Pledge Agreement, dated as incumbency and signature of the Closing Date, between officer signing the Company and the Purchaser certificate referred to in this paragraph (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser iv). All such documents shall have received evidence be reasonably satisfactory in form and substance satisfactory to it that all filings, recordings, registrations such Purchaser and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestcounsel.

Supporting Documents. At the Closing, the Purchaser Borrower shall have received copies of cause to be delivered to Lender the following documents: (a) (i) A copy of the Chartergoverning instruments of Borrower and each Subsidiary, and a good standing certificate of Borrower and each Subsidiary, certified as by the appropriate official of a recent date its state of incorporation; (ii) Incumbency certificate and certified resolutions of the board of directors (or other appropriate Persons) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrower or such other Person, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and ; (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the The legal opinion of the Purchaser, desirable Borrower's legal counsel addressed to perfect the security interests created by the Other Loan Documents Lender regarding such matters as Lender and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably request; (iv) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which Borrower is required to pay under this Agreement; (v) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral other than Permitted Liens or Liens to be terminated upon funding of the initial Loan and for which Lender has a satisfactory payoff letter; (vi) An Affirmation of Guaranty from each of the Guarantors; (vii) Fully executed and completed certificate in the form appended hereto as Exhibit 3 (the "Perfection Certificate"); (viii) Intellectual Property Security Agreement as to any Intellectual Property identified in the revised Perfection Certificate; (ix) All material contracts not yet delivered to the Lender, including the GTECH Contract and any of the following, which if cancelled or violated would have a Material Adverse Effect on Borrower including by way of example (a) leases, (b) union contracts, (c) labor contracts, (d) vendor supply contracts, (e)license agreements, and (f) distributorship agreements; and (x) The Transact UK Pledge Agreement duly executed and original share certificate for 65% of the issued and outstanding shares of Transact UK.

Supporting Documents. At On or prior to the Closingclosing date, the Purchaser Lender shall have received copies of the following documentsdocuments satisfactory in form and substance to the Lender and counsel for the Lender and, as requested by the Lender, certified by appropriate corporate or governmental authorities: (a) (i) the Charter, a certificate of good standing of each Borrower certified as of a recent date by the Secretary of State State, or other appropriate governmental authority, of the Commonwealth state of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryincorporation; (b) a certificate copy of the Clerk or articles of incorporation of each Borrower certified by an Assistant Clerk appropriate officer of the Company dated Borrower that the Closing Date copy is complete and certifying: that the articles of incorporation have not been amended, annulled, rescinded, or revoked; (ic) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of the Borrower that attached thereto the copy is a true and complete complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (d) a copy of all resolutions adopted by of the Board of Directors (the "Company Board") or the stockholders of the Company Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents and the Warrantborrowing thereunder, and specifying the reservation, issuance and delivery officer or officers of the Warrant Shares upon Borrower authorized to execute the exercise of Loan Documents, accompanied by a certificate from an appropriate officer that the Warrantresolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedcertificate; (e) an incumbency certificate containing the names and titles of all duly elected officers and directors of the Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer that the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; andinformation is true and complete; (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Lender may reasonably request.

Supporting Documents. At On or before the Closingdate hereof, the Purchaser there -------------------- shall have received copies of been delivered to the Banks the following supporting documents: (a) (i) legal existence and corporate good standing certificates with respect to each of the Charter, certified Borrowers and the Guarantor dated as of a recent date issued by the appropriate Secretaries of State or other officials; (b) certificates with respect to the due qualification of Alpha and the Guarantor to do business in Massachusetts dated as of a recent date and issued by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch jurisdiction; (bc) copies of the corporate charter of each of the Borrowers and the Guarantor, certified by the appropriate Secretaries of State or other officials, as in effect on the date hereof; (d) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of each of the Company dated the Closing Date and certifying: Borrowers certifying as to (i) that attached thereto is a true the By-Laws of such Borrower, as in effect on the date hereof; (ii) the incumbency and complete copy signatures of all the officers of such Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (iii) the resolutions adopted by of the Board of Directors (and, to the "Company Board") or extent required by law, the stockholders shareholders, of the Company such Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance making of any of the Note and the WarrantBorrower Loans hereunder, and the reservation, issuance execution and delivery of the Warrant Shares upon the exercise Borrower Notes; (e) a certificate of the WarrantSecretary or Assistant Secretary of the Guarantor certifying as to (i) the By-Laws of the Guarantor, as in effect on the date hereof; (ii) the incumbency and that all such resolutions are in full force and effect and are all signatures of the resolutions adopted officers of the Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) the resolutions of the Board of Directors and, to the incumbency and specimen signature of each officer extent required by law, the shareholders, of the Company executing this AgreementGuarantor authorizing the execution, the Note, the Other Loan Documents, delivery and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer performance of the Company as to the incumbency Guaranty and signature of the officer signing the certificate referred to in this clause (b)Guarantor Security Agreement; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and all other information with respect to and documents which the operations of the Company as the Purchaser Banks or its their counsel may reasonably requestrequest in connection with the transactions contemplated by this Agreement.

Supporting Documents. At the Closing, the Purchaser The Buyer shall have received copies of from the following documentsSellers the following: (a) (i) A copy of the CharterArticles of Incorporation of the Corporation and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts North Carolina and a copy of the Articles of Organization of the LLC and all the amendments thereto, certified as of a recent date by the Secretary of State of the State of North Carolina; (iib) a certificate (A) One or more certificates of said the Secretary of State of the State of North Carolina dated as of a recent date as to the due incorporation or organization and subsistence good standing of the CompanySellers, and stating that the Sellers owe no franchise taxes in such state and listing all charter documents of the Company Sellers on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryofficial; (bc) a certificate Certificates of the Clerk Secretary or an Assistant Clerk Secretary of the Company Corporation, and of the Manager of the LLC, and dated the date of the Closing Date and certifying: certifying (i) that attached thereto is a true true, complete and complete correct copy of all resolutions adopted by the Board By-laws of Directors (the "Company Board") Corporation or the stockholders Operating Agreement of the Company authorizing LLC as in effect on the executiondate of such certification, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has Articles of Incorporation of the Corporation and the Articles of Organization and the Operating Agreement of the LLC have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause Subsection (a)(iia) above; and , (iii) to the incumbency that attached thereto are true, complete and specimen signature of each officer correct copies of the Company executing this Agreementresolutions duly adopted by the Board of Directors of the Corporation, the NoteManagers of the LLC, the Other Loan Documentsshareholders of the Corporation and the members of the LLC approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Sellers of this Agreement and the sale and transfer of the Purchased Assets as in effect on the date of such certification, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company (iv) as to the incumbency and signature signatures of those officers and managers of the officer signing the certificate referred to Sellers executing any instrument or other document delivered in this clause (b); (c) the Purchaser shall have received an undated stock power for each connection with such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereoftransactions; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements Uniform Commercial Code Search Reports on Form UCC-1, necessary or, in UCC-11 with respect to the opinion Sellers from the states and local jurisdictions where the principal places of business of the Purchaser, desirable to perfect Sellers and the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed;Purchased Assets are located; and (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such Such reasonable additional supporting documents and other information with respect to the operations of the Company as the Purchaser Buyer or its counsel may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have -------------------- received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and Massachusetts, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary Secretary; and (BC) from a certificate of the Secretary of State of the State jurisdiction of Delaware incorporation of each of the Company's subsidiaries dated as of a recent date as to the due incorporation and subsistence good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch subsidiary; (bii) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Registration Rights Amendment and the Other Loan DocumentsStock Restriction Amendment, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Amendment and the Stock Restriction Amendment; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Amendment or the Stock Restriction Amendment, the Other Loan Documents, and stock certificates representing the Warrant Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At On or before the ClosingOriginal Closing Date, the Purchaser there shall have received copies of been delivered to the Lenders the following supporting documents: (a) (i) legal existence and corporate good standing certificates with respect to each of the Charter, certified Borrowers and the Guarantor dated as of a recent date issued by the appropriate Secretaries of State or other officials; (b) certificates with respect to the due qualification of Alpha and the Guarantor to do business in Massachusetts dated as of a recent date and issued by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch jurisdiction; (bc) copies of the corporate charter of each of the Borrowers and the Guarantor, certified by the appropriate Secretaries of State or other officials, as in effect on the date thereof; (d) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of each of the Company dated the Closing Date and certifying: Borrowers certifying as to (i) that attached thereto is a true the By-Laws of such Borrower, as in effect on the date thereof; (ii) the incumbency and complete copy signatures of all the officers of such Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (iii) the resolutions adopted by of the Board of Directors (and, to the "Company Board") or extent required by law, the stockholders shareholders, of the Company such Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance making of any of the Note and the WarrantRevolving Line of Credit Loans hereunder, and the reservation, issuance execution and delivery of the Warrant Shares upon the exercise Revolving Line of Credit Notes; (e) a certificate of the WarrantSecretary or Assistant Secretary of the Guarantor certifying as to (i) the By-Laws of the Guarantor, as in effect on the date hereof; (ii) the incumbency and that all such resolutions are in full force and effect and are all signatures of the resolutions adopted officers of the Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) the resolutions of the Board of Directors and, to the incumbency and specimen signature of each officer extent required by law, the shareholders, of the Company executing this AgreementGuarantor authorizing the execution, the Note, the Other Loan Documents, delivery and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer performance of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b)Guaranty; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and all other information with respect to and documents which the operations of the Company as the Purchaser Lenders or its their counsel may reasonably requestrequest in connection with the transactions contemplated by this Agreement.

Supporting Documents. At On or prior to the ClosingFirst Closing Date, the Purchaser and its counsel shall have received copies of the following supporting documents: (ai) (iA) copies of the CharterArticles of Incorporation of the Company and each Subsidiary, and all amendments thereto, certified as of a recent date by the Secretary Secretaries of State of the Commonwealth States of Massachusetts their respective jurisdictions and (iiB) a certificate (A) of each said Secretary Secretaries dated as of a recent date as to the due incorporation and subsistence good standing of the Company, Company and the Subsidiaries and listing all documents of the Company and the Subsidiaries on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretarySecretaries; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company and each Subsidiary dated the Closing Date and certifying: certifying (iA) that attached thereto is a true and complete copy of all the By-laws of the Company or the Subsidiary, as the case may be, as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company or the Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Agreement Agreement, the Notes, the Warrants and the Other Loan DocumentsRegistration Rights Agreement, the issuance, sale, delivery, sale and performance delivery of the Note Initial Securities, the Mandatory Securities and the Warrant, Additional Securities and the reservation, issuance and delivery of the Warrant Shares upon Shares, as the exercise of the Warrantcase may be, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Notes, the Warrants and the Registration Rights Agreement, as the case may be; (iiC) that the Charter has Articles of Incorporation of the Company or the Subsidiary, as the case may be, have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) as to the incumbency and specimen signature of each officer of the Company or the Subsidiary, as the case may be, executing this Agreement, the Note, the Other Loan Documents, Securities and the Warrant Registration Rights Agreement, and any certificate or instrument furnished pursuant hereto, as the case may be, and a certification by another officer of the Company or Subsidiary, as the case may be, as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company and the Subsidiaries as the Purchaser or its their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. At the Closing, the Purchaser shall The Purchasers and their counsel will have received copies of the following documents: (ai) (iA) the CharterCertificate of Incorporation of the Parent Company, as amended, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (iiB) the Certificate of Incorporation of the Borrower, as amended, certified as of a recent date by the Secretary of State of the State of Pennsylvania, (C) a certificate (A) of said Secretary Secretaries dated as of a recent date as to the due incorporation and subsistence good standing of the CompanyParent Company and Borrower, the payment of all excise taxes by the Parent Company and Borrower and listing all documents of the Parent Company and Borrower on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Borrower and Parent Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Bylaws of the Borrower and Parent Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Borrower and Parent Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon the exercise of the WarrantSecurities, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iiC) that the Charter Certificate of Incorporation of the Borrower and Parent Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(A) and (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Borrower and Parent Company executing this Agreement, any of the Note, the Other Loan Documents, and the Warrant Documents and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Borrower and Parent Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Borrower and Parent Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request. All such documents will be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At the Closing, the Purchaser The Company shall have received copies of the following documentsfollowing: (a1) (i) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the Chartersole stockholder of Acquisition Corp., certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts their respective Secretaries, authorizing and (ii) a certificate (A) of said Secretary dated as of a recent date as approving, to the due incorporation and subsistence of the Companyextent applicable, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Other Loan Documents, Certificate of Merger and the issuance, sale, deliveryconsummation of the Merger shall have been duly made or obtained, and performance all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the Note and the Warrant, and the reservation, issuance and delivery carrying out of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; any of the Merger Documents. (ii4) that A certificate of Empire Stock Transfer Inc., Parent's transfer agent and registrar, certifying as of the Charter has not been amended since business day prior to the date any shares of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) Parent Common Stock are first issued to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged Company's stockholders pursuant to the Junior Subordinated Pledge AgreementMerger, dated a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Empire Stock Transfer Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, between giving effect to all agreements with Parent's stockholders, but prior to the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer closing of the pledge thereof;sale and cancellations contemplated thereby, is no more than 1,527,500 shares of Parent Common Stock. (di) The executed resignations of all directors and officers of Parent, with the Purchaser shall have received evidence in form and substance satisfactory director resignations to it that all filings, recordings, registrations and other actions, including, without limitation, take effect at the filing Effective Time. (7) Evidence as of duly executed financing statements on Form UCC-1, necessary or, in the opinion a recent date of the Purchaser, desirable to perfect good standing and corporate existence of each of the security interests created Parent and Acquisition Corp. issued by the Other Loan Documents Secretary of State of their respective states of incorporation and required evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the Other Loan Documents have been completed;nature of their activities makes such qualification necessary. (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such 8) Such additional supporting documents documentation and other information with respect to the operations of transactions contemplated hereby as the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At On or prior to the ClosingClosing Date, the Purchaser Purchasers shall have received copies of the following supporting documents: (a1) (i) copies of the CharterCertificate of Incorporation of the Company and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware and (ii2) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (bii) a certificate of the Clerk or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (i1) that attached thereto is a true and complete copy of all the Bylaws of the Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the executionexecution and delivery of this Agreement and the Shareholders Agreement Amendment, delivery and the performance of this Agreement and the Other Loan DocumentsShareholders Agreement, the issuance, sale, delivery, and performance filing of the Note Restated Certificate of Incorporation, the issuance of the Preferred Shares and the Warrant, Conversion Shares and the reservation, reservation of shares of Common Stock for issuance and delivery upon conversion of the Warrant Shares upon the exercise of the WarrantPreferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (3) that attached thereto is a true and complete copy of resolutions adopted by the shareholders of the Company authorizing the filing of the Restated Certificate of Incorporation and that all such resolutions are still in full force and effect and are all the shareholder resolutions adopted in connection with the transactions contemplated by this Agreement; (ii4) that that, except for the Charter filing of the Restated Certificate of Incorporation, the Certificate of Incorporation of the Buyer has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(2) above; (5) attached thereto is a true and correct copy of the Acquisition Agreement together with all exhibits, annexes, schedules and other material documents executed or delivered in connection with the Acquisition (collectively, the "ACQUISITION DOCUMENTS") and (iii5) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and Shareholders Agreement Amendment and/or any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel may reasonably request. All such supporting documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At On or before the Closingdate hereof, the Purchaser there shall have received copies of been delivered to the Agent the following supporting documents: (a) (i) a long-form legal existence and corporate good standing certificates with respect to the Charter, certified Borrower and each of the Guarantors dated as of a recent date issued by the appropriate Secretary of State or other official; (ii) certificates dated as of a recent date with respect to the due qualification of the Borrower and each of the Guarantors to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, issued by the Secretary of State of the Commonwealth of Massachusetts and each such jurisdiction; (iiiii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence copies of the Company, and listing all documents corporate charters of the Company on file with said Secretary Borrower and (B) from each of the Guarantors, certified by the appropriate Secretary of State of or other officials, as in effect on the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryhereof; (biv) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated Borrower certifying as to (a) the Closing Date By-Laws of the Borrower, as in effect on the date hereof; (b) the incumbency and certifying: signatures of the officers of the Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (ic) that attached thereto is a true and complete copy the resolutions of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance making of the Note and the WarrantLoans hereunder, and the reservation, issuance execution and delivery of the Warrant Shares upon Notes and the exercise other Loan Documents; (v) a certificate of the WarrantSecretary or Assistant Secretary of each Guarantor certifying as to (a) the By-Laws of the such Guarantor, as in effect on the date hereof; (b) the incumbency and that all signatures of the officers of such resolutions are in full force and effect and are all the resolutions adopted Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as resolutions of the Closing DateBoards of Directors of such Guarantor authorizing the execution, between the Company delivery and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer performance of the pledge thereof;Subsidiary Guaranty and Subsidiary Security Agreement to which it is a party. (dvi) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to and documents which the operations of the Company as the Purchaser Agent or its counsel may reasonably requestrequest in connection with the transactions contemplated by this Agreement.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Illinois, and (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all franchise taxes by the Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary;. (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Registration Rights Amendment and the Other Loan DocumentsRestated Stock Restriction Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Preferred Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Amendment and the Restated Stock Restriction Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Amendment or the Restated Stock Restriction Agreement, the Other Loan Documents, and stock certificates representing the Warrant Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Parent shall have delivered to the Company, the Company’s Subsidiary and the Principal Stockholders a certificate (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date the Closing Date, certifying as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate corporate legal existence of the Clerk or an Assistant Clerk Parent and (ii) of the Company Secretary of the Parent, dated the Closing Date Date, certifying on behalf of the Parent (aa) that attached thereto is a true and certifying: complete copy of the Certificate of Incorporation of Parent as in effect on the date of such certification, (ibb) that attached thereto is a true and complete copy of the By-Laws of such Parent as in effect on the date of such certification; (cc) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company such Parent authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance consummation of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) aboveMerger; and (iiidd) to the incumbency and specimen signature of each officer of the Company Parent executing on behalf of such Parent this AgreementAgreement and the other agreements related hereto. (b) Acquisition Corp. shall have delivered to the Company, the Note, the Other Loan Documents, Company’s Subsidiary and the Warrant and any Principal Stockholders a certificate or instrument furnished pursuant hereto, and a certification by another officer (i) of the Company as to the incumbency and signature Secretary of State of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares State of stock pledged pursuant to the Junior Subordinated Pledge Agreement, Delaware dated as of the Closing Date, between certifying as to the Company corporate legal existence of Acquisition Corp. and (ii) of the Secretary of Acquisition Corp., dated the Closing Date, certifying on behalf of Acquisition Corp. (aa) that attached thereto is a true and complete copy of the Certificate of Incorporation of Acquisition Corp. as in effect on the date of such certification, (bb) that attached thereto is a true and complete copy of the By-Laws of such Acquisition Corp. as in effect on the date of such certification; (cc) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and stockholders of such Acquisition Corp. authorizing the execution, delivery and performance of this Agreement and the Purchaser consummation of the Merger; and (dd) to the "Subordinated Pledge Agreement"),executed in blank by a duly authorized incumbency and specimen signature of each officer of Acquisition Corp. executing on behalf of such Acquisition Corp. this Agreement and the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestagreements related hereto.

Supporting Documents. At On or prior to the Closingdate hereof, the Purchaser Bank shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) a certificate or certificates, dated as of the date hereof, of (i) the Charter, certified as of a recent date by the Secretary or any Assistant Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate Borrower certifying (A) that contained therein is a true and correct copy of said Secretary dated as certain resolutions adopted by the Board of a recent date as to the due incorporation and subsistence Directors of the CompanyBorrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and listing remain in full force and effect at all documents of the Company on file with said Secretary and times since their adoption; (B) from that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; Florida attached thereto; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (iC) that attached thereto is a true and complete correct copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders Bylaws of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, Borrower and that all such resolutions Bylaws are in full force and effect and are all no amendment thereto is pending which would in any way affect the resolutions adopted ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection with the transactions contemplated by this Agreement; therewith, and (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each another authorized officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to Borrower certifying the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause Borrower; (b);) certificate or certificates of the Florida Secretary of State dated as of a recent date, as to the good standing of the Borrower; and (c) the Purchaser shall have received an undated stock power for each such a certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreementor certificates, dated as of the Closing Datedate hereof, between of the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly Secretary or any Assistant Secretary or other authorized officer of the pledge thereof; (d) Borrower acceptable to the Purchaser shall have received evidence in form Bank certifying the appointment and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion signatures of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestAuthorized Representatives.

Supporting Documents. At On or prior to the ClosingClosing Date, the Purchaser Agent shall have received copies of the following documentsdocuments satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (a) (i) the Charter, a certificate of good standing of each Borrower certified as of a recent date by the Secretary of State State, or other appropriate governmental authority, of the Commonwealth their respective jurisdictions of Massachusetts and incorporation or formation; (iib) a certificate (A) of said Secretary dated as qualification of a recent date as each Borrower to transact business in the due incorporation and subsistence State of the Company, and listing all documents of the Company on file with said Secretary and (B) from Florida certified by the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryFlorida; (bc) a copy of the articles of incorporation or certificate of limited partnership, as appropriate, of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of their respective jurisdictions of incorporation or formation, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation or certificate of limited partnership have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Clerk Secretary of State or an Assistant Clerk other appropriate governmental authority; (d) a copy of the Company dated bylaws of each Borrower in effect on the Closing Date and certifying: (i) date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and complete complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (e) a copy of all resolutions adopted by of the Board of Directors (the "Company Board") or the stockholders of the Company each Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents and the Warrantborrowing thereunder, and specifying the reservationofficer or officers of such Borrower authorized to execute the Loan Documents, issuance accompanied by a certificate from an appropriate officer that the resolutions are true and delivery of the Warrant Shares upon the exercise of the Warrantcomplete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate; (f) an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency genuine signatures of all duly elected officers and specimen signature directors of each officer Borrower as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any accompanied by a certificate or instrument furnished pursuant hereto, and a certification by another from an appropriate officer of such Borrower that the Company as to the incumbency information is true and signature of the officer signing the certificate referred to in this clause (b)complete; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fg) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Agent may reasonably request.

Supporting Documents. At the Closing, the Purchaser Borrower shall have received copies of cause to be delivered to Lender the following documents: (a) (i) A copy of the Chartergoverning instruments of Borrower and each Subsidiary, and a good standing certificate of Borrower and each Subsidiary, certified as by the appropriate official of a recent date its state of incorporation and the State of Connecticut, if different; (ii) Incumbency certificate and certified resolutions of the board of directors (or other appropriate Persons) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrower or such other Person, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and ; (iii) The legal opinion of Borrower's legal counsel addressed to Lender regarding such matters as Lender and its counsel may reasonably request; (iv) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliation as required by Lender; (v) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which Borrower is required to pay under this Agreement; (vi) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral other than Permitted Liens or Liens to be terminated upon funding of the initial Loan and for which the Lender has a satisfactory payoff letter; (vii) Guaranties from each of the Guarantors; (viii) Evidence of compliance with all orders and findings from any governmental body relating to the incumbency enforcement of Environmental Laws; (ix) Fully executed and specimen signature of each officer of completed certificate in the Company executing this Agreement, form appended hereto as Exhibit 5 (the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b"Perfection Certificate"); (cx) the Purchaser shall have received an undated stock power for each such certificate representing shares All material contracts of stock pledged pursuant to the Junior Subordinated Pledge AgreementBorrower, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actionsif applicable, including, without limitation, the filing of duly executed financing statements on Form UCC-1GTECH Contract, necessary orthe Hewlett Packard Contract, in the opinion Okidata Contract, and any of the Purchaserfollowing, desirable which if cancelled or violated would have a Material Adverse Effect on the Borrower: leases, union contracts, labor contracts, other vendor supply contracts, other customer contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedLender; (exi) a certificate Payout letter in form satisfactory to Lender from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveLaSalle Business Credit; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At or prior to the ClosingEffective Time, the Purchaser Company and its counsel shall have received copies of the following supporting documents: (a) (i) copies of the CharterCertificate of Incorporation of Parent, and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware, and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, Parent and listing all documents of the Company Parent on file with said Secretary Secretary; (ii) copies of the Certificate of Incorporation of Acquisition Corp., and (B) from all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware New Jersey, and a certificate of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of Bartxxx, xxd Acquisition Corp. and listing all documents of Bartxxx xx Acquisition Corp. on file with said Secretary; (biii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of Parent as of the Company dated the Closing Date and certifying: Effective Time certifying (iw) that attached thereto is a true and complete copy of all the Bylaws of Parent as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Parent authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantAgreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iiy) that the Charter has Articles of Incorporation of Parent have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii) above; and (iiiz) as to the incumbency and specimen signature of each officer of the Company Parent executing this Agreement, the Note, the Other Loan Documents, and the Warrant Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Parent as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (biii);; and (civ) a certificate of the Purchaser shall have received Secretary or an undated stock power for Assistant Secretary of each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated Acquisition Corp. as of the Closing Date, between the Company Effective Time certifying (w) that attached thereto is a true and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer complete copy of the pledge thereof; By-laws of Acquisition Corp. as in effect on the date of such certification; (dx) that attached thereto is a true and complete copy of resolutions adopted by the Purchaser shall have received evidence in form Board of Directors of Acquisition Corp. authorizing the execution, delivery and substance satisfactory to it performance of this Agreement, and that all filings, recordings, registrations such resolutions are still in full force and other actions, including, without limitation, effect and are all the filing resolutions adopted in connection with the transactions contemplated by this Agreement; (y) that the Certificate of duly executed financing statements on Form UCC-1, necessary or, Incorporation of Acquisition Corp. have not been amended since the date of the last amendment referred to in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company delivered pursuant to clause (bii) above; and and (fz) such additional supporting documents and other information with respect as to the operations incumbency and specimen signature of each officer of Acquisition Corp. executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of Acquisition Corp. as to the incumbency and signature of the Company as officer signing the Purchaser or its counsel may reasonably request.certificate referred to in this paragraph (iv); and

Supporting Documents. At (a) The Company shall have delivered to the Closing, Investor an opinion of counsel in form reasonably satisfactory to the Purchaser Investor and covering the matters set forth in Exhibit C hereto. (b) The Investor and its counsel shall have received copies of the following documents: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware for the Company and the state of formation or incorporation for each of its Subsidiaries dated as of a recent date prior to the Initial Closing Date or Subsequent Closing Date, as applicable, as to the due incorporation corporate existence of the Company and subsistence each of Bartxxx, xxd its Subsidiaries and listing all documents of Bartxxx xx the Company and each of its Subsidiaries on file with said Secretarysuch Secretary of State; (bii) a certificate of the Clerk or an Assistant Clerk Secretary of the Company dated the Initial Closing Date or Subsequent Closing Date, as applicable, and certifying: (iA) the Company’s and each Subsidiary’s then-current Articles or Certificate of Incorporation and Bylaws; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Transaction Documents, and the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon Notes and the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that Agreement and the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) aboveTransaction Documents; and (iiiC) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Transaction Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (bii); (ciii) in connection with the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Initial Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer evidence of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion closing of the Purchaser, desirable to perfect the security interests created transactions contemplated by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveAgreement; and (fiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser any Investor or its such Investor’s counsel reasonably may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and (iiIllinois, and(B) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of an franchise taxes by the Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary;. (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Other Loan DocumentsVoting Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Preferred Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Voting Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Agreement, the Other Loan DocumentsStock Restriction Agreement or the Voting Agreement, and the Warrant stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b);the (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Agent, on behalf of the Lenders, shall have also received on the Closing Date (i) a copy of resolutions of the CharterBoard of Directors of each of the Borrowers, certified as of a recent in full force and effect on such date by the Secretary of State or Assistant Secretary of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Companyrespective Borrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and authorizing designated officers of the Other Borrowers to execute and deliver the Loan Documents, Documents on behalf of the issuance, sale, deliveryBorrowers, and performance of with respect to Hibbett, to execute and deliver to the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementAgent a Request for Advance or Interest Rate Election; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Charter Certificate of Incorporation and Bylaws of such Borrower has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; attached thereto and (iiic) to the incumbency and specimen signature of each officer signatures of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate designated officers referred to in this clause (b); i) above; (ciii) the Purchaser shall have received an undated stock power for each such certificate representing shares Opinion of stock pledged pursuant Counsel to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, Borrowers in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and form required by the Other Loan Documents have been completed; Agent and its counsel; and (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiv) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser Agent or its counsel may reasonably request. (b) The Agent shall also have received on or before any date after the Closing Date on which a person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement); and (vi) such additional supporting documents as the Lender or its counsel may reasonably request.

Supporting Documents. At On or prior to the Closingdate hereof, the Purchaser Bank shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) a certificate or certificates, dated as of the date hereof, of (i) the Charter, certified as of a recent date by the Secretary or any Assistant Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate Borrower certifying (A) that attached thereto is a true and correct copy of said Secretary dated as certain resolutions adopted by its Board of a recent date as to Directors authorizing the due incorporation execution, delivery and subsistence performance of the CompanyLoan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and listing remain in full force and effect at all documents of the Company on file with said Secretary and times since their adoption; (B) from that attached thereto is a true and correct copy of the Certificate of Incorporation of the Borrower, and that such Certificate of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Delaware dated as or other appropriate public official in any other state of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; attached thereto; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (iC) that attached thereto is a true and complete correct copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders Bylaws of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, Borrower and that all such resolutions Bylaws are in full force and effect and are all no amendment thereto is pending which would in any way affect the resolutions adopted ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection with the transactions contemplated by this Agreement; therewith, and (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each another authorized officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to Borrower certifying the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveBorrower; and (fb) such additional supporting documents and a certificate or certificates of Delaware Secretary of State or other information with respect appropriate public official in any other state of incorporation, dated as of a recent date, as to the operations good standing of the Company as the Purchaser or its counsel may reasonably requestBorrower.

Supporting Documents. At the Closing, the The Purchaser and its counsel shall have received copies of the following documents: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware, and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all franchise taxes by the Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Other Loan DocumentsStockholders Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Preferred Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Stockholders Agreement; (iiiii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; (iv) that attached thereto are true and accurate specimens of the certificates representing the Company's Preferred Shares and Common Stock; and (iiiv) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Agreement, the Other Loan DocumentsStock Restriction Agreement or the Stockholders Agreement, and the Warrant stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fc) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser or its counsel reasonably may reasonably request.

Supporting Documents. At On or prior to the Closingdate of this Agreement, the Purchaser Bank shall have received copies of the following documentsdocuments satisfactory in form and substance to Bank and counsel for Bank and, as requested by Bank, certified by appropriate corporate or governmental authorities: (a) (i) the CharterA certificate of good standing of each of Borrower, Pledgor, and Guarantor certified as of a recent date by the Secretary secretary of State state, or other appropriate governmental authority, of the Commonwealth state of Massachusetts and (ii) a certificate (A) incorporation of said Secretary dated as each of a recent date as to the due incorporation and subsistence of the CompanyBorrower, Pledgor, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of BartxxxGuarantor, xxd listing all documents of Bartxxx xx file with said Secretaryrespectively; (b) a certificate copy of the Clerk articles of incorporation of each of Borrower, Pledgor, and Guarantor in effect on the date hereof certified by the secretary of state, or an Assistant Clerk other appropriate governmental authority, of the Company dated state of incorporation of each of Borrower, Pledgor, and Guarantor, respectively, accompanied by a certificate from an appropriate officer of each of Borrower, Pledgor, and Guarantor, respectively, that the Closing Date copy is complete and certifying: that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the articles of incorporation or the last amendment reflected in the copy, if any; (ic) a copy of the bylaws of each of Borrower, Pledgor, and Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of each of Borrower, Pledgor, and Guarantor, respectively, that attached thereto the copy is a true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (d) a copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company board of directors of each of Borrower, Pledgor, and Guarantor authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents to which such entity is a party and the Warrantborrowings thereunder, and specifying the reservationofficer or officers of each of Borrower, issuance and delivery of the Warrant Shares upon the exercise of the WarrantPledgor, and Guarantor authorized to execute the Loan Documents to which such entity is a party, accompanied by a certificate from an appropriate officer that all such the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate, together with an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency and specimen signature genuine signatures of all duly elected officers of each officer of Borrower, Pledgor and, Guarantor, respectively, as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank accompanied by a duly authorized certificate from an appropriate officer of that the pledge thereof; (d) the Purchaser shall have received evidence in form information is true and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedcomplete; (e) UCC-1 Financing Statements covering the Collateral and such other instruments as necessary to insure Bank a certificate from perfected first security interest in the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable Collateral, subject only to those matters approved by the Company pursuant to clause (b) aboveBank; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Bank may reasonably request.

Supporting Documents. At the Closing, the Purchaser Sona shall have received copies of the following documentsfollowing: (a) (i) the CharterCopies of resolutions of Sibling’s board of directors, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts its Secretary, authorizing and (ii) a certificate (A) of said Secretary dated as of a recent date as approving, to the due incorporation and subsistence of the Companyextent applicable, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, and all other documents and instruments to be delivered by them pursuant hereto and thereto. (ii) A certificate of incumbency executed by the Secretary of Sibling certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the articles of incorporation and bylaws of Sibling and its Subsidiaries appended thereto have not been amended or modified. (iii) A certificate, dated the Closing Date, executed by the Secretary of Sibling, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Other Loan Documents, consummation of the issuance, sale, deliveryAcquisition shall have been duly made or obtained, and performance all material consents by third parties required for the Acquisition have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; any of the Acquisition Documents. (iiiv) that the Charter has not been amended since the Evidence as of a recent date of the last amendment referred good standing and corporate existence of Sibling and its Subsidiaries issued by the Secretary of each corporation’s respective state of incorporation and evidence that Sibling and its Subsidiaries are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (v) Evidence that Sibling has all tax returns required to be filed in the certificate delivered pursuant State of New York and that Sibling has no liabilities for taxes or penalties for failure to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b);timely file tax returns. (cvi) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such Such additional supporting documents documentation and other information with respect to the operations of the Company transactions contemplated hereby as the Purchaser or its counsel Sona may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have -------------------- received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and Massachusetts, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary Secretary; and (BC) from a certificate of the Secretary of State of the State jurisdiction of Delaware incorporation of each of the Company's subsidiaries dated as of a recent date as to the due incorporation and subsistence good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch subsidiary; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Other Loan DocumentsVoting Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Voting Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteRegistration Rights Agreement, the Other Loan DocumentsStock Restriction Agreement or the Voting Agreement, and the Warrant stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At The Purchasers at the Closing, the Purchaser Closing shall have received copies of the following documentsfollowing: (a1) a favorable opinion from Xxxxxxxxxx & Xxxxx, P.A., counsel to the Company, dated as of the Closing Date (ithe form of which opinion will be attached to this Agreement as Exhibit D), with respect to: (A) the CharterCompany’s corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement, the other Transaction Documents and the Amended and Restated Certificate of Incorporation; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Amended and Restated Certificate of Incorporation or the Transaction Documents with the Charter Documents, any contracts listed in a schedule to such opinion, any applicable laws or any judgment, order or decree applicable to the Company; (E) the Company’s capitalization (including that all outstanding securities, including the Series A Preferred Stock, are validly issued, fully paid and non-assessable); (F) the due authorization of the Conversion Shares and upon issuance thereof that such shares will be validly issued, fully paid and non-assessable; (G) the sale of the Series A Preferred Shares and issuance of shares of Common Stock upon conversion thereof as exempt transactions under the Securities Act; and (H) any Governmental Approvals required to be obtained by the Company for the execution and filing of the Amended and Restated Certificate of Incorporation, or the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents; (2) Copies of resolutions of the Board of Directors of the Company, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, authorizing and listing all documents approving the filing of the Company on file with said Secretary Amended and (B) from the Secretary Restated Certificate of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of BartxxxIncorporation, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Transaction Documents and the Other Loan Documents, the issuance, sale, delivery, all other documents and performance instruments to be delivered pursuant hereto and thereto; (3) Copies of resolutions of the Note and the Warrant, and the reservation, issuance and delivery stockholders of the Warrant Shares upon Company, certified by the exercise Secretary of the WarrantCompany, authorizing and that all such resolutions are in full force approving the filing of the Amended and effect Restated Certificate of Incorporation and are all the resolutions adopted in connection with the transactions contemplated thereby and by this Agreementthe Transaction Documents that are subject to stockholder approval; and (ii4) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (2) and (3) above and (B) further certifying that the Charter Amended and Restated Certificate of Incorporation delivered to the Purchasers at the time of the execution of this Agreement has been validly adopted and has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestmodified.

Supporting Documents. At the Closing, the Purchaser The Stockholder and its counsel shall have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State appropriate authority of the Commonwealth Parent's jurisdiction of Massachusetts incorporation, and (iiB) a certificate (A) of said Secretary such authority dated as of a recent date as to the due incorporation and subsistence good standing of the CompanyParent, the payment of all franchise and excise taxes by the Parent and listing all documents of the Company Parent on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryauthority; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Parent dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Bylaws of the Parent as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or a committee thereof or the stockholders of the Company Parent authorizing the execution, delivery and performance of this Agreement and the Other Loan DocumentsBasic Agreements, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Preferred Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Basic Agreements; (iiC) that the Charter has not been amended since the date of the last amendment or restatement referred to in the certificate delivered pursuant to clause (i)(B) above; (D) that the Bylaws have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iiii)(A) above; and (iiiE) to the incumbency and specimen signature of each officer of the Company Parent executing this any Basic Agreement, the Note, stock certificates representing the Other Loan Documents, and the Warrant Preferred Shares and any agreement, certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Parent as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii)(E); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company Parent as the Purchaser or its counsel Stockholder may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Company shall have received copies of the following documentsfollowing: (a1) (i) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the Chartersole stockholder of Acquisition Corp., certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts their respective Secretaries, authorizing and (ii) a certificate (A) of said Secretary dated as of a recent date as approving, to the due incorporation and subsistence of the Companyextent applicable, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Other Loan Documents, Certificate of Merger and the issuance, sale, deliveryconsummation of the Merger shall have been duly made or obtained, and performance all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the Note and the Warrant, and the reservation, issuance and delivery carrying out of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; any of the Merger Documents. (ii4) that A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the Charter has not been amended since business day prior to the date any shares of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) Parent Common Stock are first issued to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged Company's stockholders pursuant to the Junior Subordinated Pledge AgreementMerger, dated a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, between giving effect to all agreements with Parent's stockholders, but prior to the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer closing of the pledge thereof;sale and cancellations contemplated thereby, is no more than 2,775,000 shares of Parent Common Stock. (di) The executed resignations of all directors and officers of Parent, with the Purchaser shall have received evidence in form director resignations to take effect at the Effective Time, and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly (ii) executed financing statements on Form UCC-1, necessary orreleases from Robert Ferguson and, in the opinion form attached hereto as EXHIBIT F (0) Evidence as of a recent date of the Purchaser, desirable to perfect good standing and corporate existence of each of the security interests created Parent and Acquisition Corp. issued by the Other Loan Documents Secretary of State of their respective states of incorporation and required evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the Other Loan Documents have been completed;nature of their activities makes such qualification necessary. (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such 8) Such additional supporting documents documentation and other information with respect to the operations of transactions contemplated hereby as the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Agent, on behalf of the Lenders, shall have also received on the Closing Date (i) a copy of resolutions of the CharterBoard of Directors of each of the Borrowers, certified as of a recent in full force and effect on such date by the Secretary of State or Assistant Secretary of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Companyrespective Borrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and authorizing designated officers of the Other Borrowers to execute and deliver the Loan Documents, Documents on behalf of the issuance, sale, deliveryBorrowers, and performance with respect to Hibbett, to execute and deliver to the Agent a Competitive Bid Quote Request form or a Request for Advance or Interest Rate Election or Request of the Note and the Warrant, and the reservation, issuance and delivery Issuance of the Warrant Shares upon the exercise Letters of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementCredit forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Charter Certificate of Incorporation and Bylaws of such Borrower has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; attached thereto and (iiic) to the incumbency and specimen signature of each officer signatures of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate designated officers referred to in this clause (b); i) above; (ciii) the Purchaser shall have received an undated stock power for each such certificate representing shares Opinion of stock pledged pursuant Counsel to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, Borrowers in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and form required by the Other Loan Documents have been completed; Agent and its counsel; and (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiv) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser Agent or its counsel may reasonably request. (b) The Agent shall also have received on or before any date after the Closing Date on which a person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement); and (vi) such additional supporting documents as the Lender or its counsel may reasonably request.

Supporting Documents. At the Closing, the Purchaser shall have received copies of the following documents: (a) The Agent, on behalf of the Lenders, shall have also received on the date of execution of this Agreement (i) a copy of resolutions of the CharterBoard of Directors of the Borrower, certified as of a recent in full force and effect on such date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Loan Documents and the Other Loan Documents, the issuance, sale, delivery, and performance authorizing designated officers of the Note Borrower to execute and deliver the Warrant, and the reservation, issuance and delivery Loan Documents on behalf of the Warrant Shares upon Borrower and to execute and deliver to the exercise of the Warrant, Agent Request for Advance or Interest Rate Election or Competitive Bid Quote Request forms and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementApplications; (ii) a certificate of the Secretary of the Borrower, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of the Borrower is true and correct as of such date, (B) that the Charter has Certificate of Incorporation and Bylaws of the Borrower have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; attached thereto and (iiiC) to the incumbency and specimen signature of each officer signatures of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate designated officers referred to in this clause (b); i) above; (ciii) the Purchaser shall have received an undated stock power for each such certificate representing shares Opinion of stock pledged pursuant Counsel to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, Borrower in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and form required by the Other Loan Documents have been completed; Agent; (eiv) a certificate from duly executed Pledge Agreements by the Secretary or Assistant Secretary of Bartxxx xx Borrower, the effect Participating Subsidiaries and the Participating Partnerships to the extent applicable, together with all stock powers, stock certificates and financing statements related thereto; (v) evidence satisfactory to the Agent of the certificate deliverable by receipt of all necessary approvals for the Company pursuant acquisition of NovaCare Rehabilitation Hospital Division (provided, however, that so long as Borrower or one of its Consolidated Entities shall have entered into a binding agreement to clause manage a Facility acquired from NovaCare Rehabilitation Hospital Division, Borrower shall have a period of up to 180 days to obtain all governmental approvals for transfer of such Facility), (b) above; and (fvi) such additional supporting documents as the Agent may reasonably request; and (vii) all fees payable to the Agent and the Lenders. (b) The Agent, on behalf of the Lenders, shall also have received on or before the date on which a Subsidiary becomes a Participating Subsidiary (on or before the Closing Date in the case of each Subsidiary listed in Exhibit G hereto) (i) a copy of resolutions of the Board of Directors and shareholders of such Subsidiary (if necessary) certified as in full force and effect on the date thereof by the Secretary of such Subsidiary, authorizing such Subsidiary's execution, delivery and performance of, and the assumption of liability under, the Loan Documents and all other agreements and instruments that this Agreement contemplates will be executed, delivered and performed by such Subsidiary; (ii) a copy of the Certificate of Incorporation or Articles of Incorporation, as the case may be, and Bylaws of such Subsidiary, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by the Borrower and such Subsidiary; (iii) an Opinion of Counsel to such Subsidiary in a form acceptable to the Agent as to the execution and delivery by such Subsidiary of the Loan Documents and other information with respect to the operations matters related thereto; (iv) fully executed copies of the Company all Loan Documents that this Agreement contemplates will be executed or delivered (or both) by such Subsidiary (including a fully executed Subsidiary Guaranty Agreement); and (v) such additional supporting documents as the Purchaser Agent or its counsel may reasonably request. (c) The Agent, on behalf of the Lenders, shall also have received on or before the date on which a Controlled Partnership becomes a Participating Partnership (on or before the Closing Date in the case of each Controlled Partnership listed in Exhibit G hereto) (i) a copy of the partnership agreement under which such Controlled Partnership was formed, certified as true and correct on and as of the date of which Loan Documents are executed and delivered by the Borrower and such Controlled Partnership; (ii) an Opinion of Counsel to such Controlled Partnership in a form acceptable to the Agent as to the execution and delivery by such Controlled Partnership of the Loan Documents and other matters related thereto; (iii) fully executed copies of all Loan Documents that this Agreement contemplates will be executed or delivered (or both) by such Controlled Partnership (including a fully executed Partnership Guaranty Agreement); and (iv) such additional supporting documents as the Agent or its counsel may reasonably request. (d) The Agent, on behalf of the Lenders, shall also have received on or prior to the date of the initial Advance under this Agreement, (i) evidence satisfactory to the Agent of the Acquisition by the Borrower or its Participating Subsidiaries, or both, of the NovaCare Rehabilitation Hospital Division, (ii) stock certificates representing all of the issued and outstanding capital stock of each Subsidiary organized to acquire any portion of the assets of NovaCare Rehabilitation Hospital Division, (iii) a Guaranty of each such Subsidiary, and (iv) such other documentation, including but not limited to, opinions, resolutions and certificates, as the Agent shall request.

Supporting Documents. At the Closing, the Purchaser The Investors and their counsel shall have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of BCC, the Company, payment of all excise taxes by BCC and listing all documents of the Company BCC on file with said Secretary and Secretary, (BC) from a certificate of the Secretary of State of the State jurisdiction of Delaware incorporation of each of the Subsidiaries dated as of a recent date as to the due incorporation and subsistence good standing of Bartxxxsuch Subsidiary, xxd listing all documents of Bartxxx xx file with said Secretary; and (bD) a certificate of the Clerk Secretary of State of each jurisdiction in which BCC and each Subsidiary is qualified to do business dated as of a recent date as to the good standing of BCC and each Subsidiary; (ii) a certificate of the Secretary or an Assistant Clerk Secretary of the Company BCC dated the Closing Date or Option Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of BCC as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company BCC authorizing the execution, delivery and performance of this Agreement and Agreement, the Other Loan DocumentsRegistration Rights Agreement, the Stock Restriction Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Purchased Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement, the Stock Restriction Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company BCC executing this Agreement, the NoteRegistration Rights Agreement, the Other Loan DocumentsStock Restriction Agreement, and the Warrant stock certificates representing the Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company BCC as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company BCC as the Purchaser Investors or its their counsel reasonably may reasonably request.

Supporting Documents. At the Closing, the Purchaser Borrower shall have received copies of cause to be delivered to Lender the following documents: (a) (i) Certified resolutions of the Charterboard of directors of the managing member of the Borrower, certified as of a recent date signed by the Secretary of State secretary, or another authorized officer of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the CompanyBorrower, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents; (b) a good standing certificate for Borrower, certified by the issuance, sale, delivery, and performance appropriate official of the Note and the Warrant, and the reservation, issuance and delivery State of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b)Delaware; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as Certified resolutions of the Closing Dateboard of directors of the Parent, between signed by the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly secretary, or another authorized officer of the pledge thereofParent, authorizing the execution, delivery and performance of the Loan Documents that apply to the Parent; (d) a good standing certificate for Parent, certified by the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion appropriate official of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedState of Delaware; (e) a certificate an Affidavit from Borrower which lists all of Borrower’s Deposit Accounts; (f) an Affidavit from Parent’s Treasurer, certifying that all of Parent’s taxes have been timely paid and all tax returns, notices and extensions have been timely filed; (g) The legal opinion of counsel to the Secretary or Assistant Secretary of Bartxxx xx the effect Borrower and Mexican Subsidiary, all addressed to Lender regarding due authority of the certificate deliverable Borrower and Mexican Subsidiary, respectively, regarding execution and delivery of the Loan Documents and enforceability of the Loan Documents, in a form similar to the opinion letter attached hereto as Exhibit F; (h) Certified proof of no liens that have attached to or encumber the Collateral and Mexican Property; (i) Payment of all reasonable fees due and reimbursement of all costs incurred by the Company pursuant Lender, which Borrower is required to clause (b) abovepay under this Loan Agreement; and (fj) such An insurance binder covered by Section 7.4 herein, listing Lender as loss payee and additional supporting documents insured, on terms and other information with respect conditions reasonably acceptable to the operations of the Company as the Purchaser or its counsel may reasonably requestLender, together with a lender’s loss payment endorsement.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have received copies of the following documents: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Restated Certificate of Incorporation and By-laws of the Company as in effect on the date of such certification; (B) as to the due incorporation and good standing of the Company and listing all documents of the Company on file with the Secretary of State of the State of New York; (C) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Preferred Stock, the Warrants, the Registration Rights Agreement and the Other Loan DocumentsStock Restriction Agreement, the issuance, sale, delivery, sale and performance delivery of the Note Preferred Stock and the Warrant, Warrants and the reservation, issuance and delivery of the Warrant Shares upon preferred Stock and Warrants and the exercise reservation, issuance and delivery of the WarrantCommon Conversion Shares and Preferred Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Preferred stock, the Warrants, the Registration Rights Agreement and the Stock Restriction Agreement; (iiD) that the Charter Restated Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iiB) above; and (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NotePreferred Stock, the Other Loan DocumentsWarrants, and the Warrant Registration Rights Agreement, or any of the Stock Restriction Agreement and any certificate or instrument furnished pursuant hereto, hereto and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bi); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (eii) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable Treasurer of the Company dated the Closing Date and certifying as to the payment of all excise taxes by the Company pursuant to clause (b) aboveCompany; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At On or prior to the Closingdate hereof, the Purchaser Lender shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Lender: (a) a certificate or certificates, dated as of the date hereof, of (i) the Charter, certified as of a recent date by the Secretary or any Assistant Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate Borrower certifying (A) that contained therein is a true and correct copy of said Secretary dated as certain resolutions adopted by the Board of a recent date as to the due incorporation and subsistence Directors of the CompanyBorrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and listing remain in full force and effect at all documents of the Company on file with said Secretary and times since their adoption; (B) from that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: Borrower attached thereto; (iC) that attached thereto is a true and complete correct copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders Bylaws of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, Borrower and that all such resolutions the Bylaws are in full force and effect and are all no amendment thereto is pending which would in any way affect the resolutions adopted ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection with the transactions contemplated by this Agreement; therewith, and (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each another authorized officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to Borrower certifying the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause Borrower; (b)) certificate or certificates of the Secretary of State of the state of incorporation of the Borrower dated as of a recent date, as to the good standing of the Borrower; (c) an asset valuation report, or a similar report or reports setting forth the Purchaser shall have received an undated stock power for each such certificate representing shares fair market value of stock pledged pursuant the Borrower’s assets, all in form and content acceptable to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company Lender in its sole and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof;absolute discretion; and (d) an accounts receivable aging report listing all Accounts and showing Qualified Accounts providing a sufficient Borrower Base to support any Advances requested under the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, Revolving Loan on the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestclosing date.

Supporting Documents. At On or prior to the ClosingClosing Date, the Purchaser Agent shall have received copies of the following documentsdocuments satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (a) (i) the Charter, a certificate of good standing of each Borrower certified as of a recent date by the Secretary of State State, or other appropriate governmental authority, of the Commonwealth their respective jurisdictions of Massachusetts and incorporation; (iib) a certificate (A) of said Secretary dated as qualification of a recent date as each Borrower to transact business in the due incorporation and subsistence State of the Company, and listing all documents of the Company on file with said Secretary and (B) from Florida certified by the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryFlorida; (bc) a copy of th articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of their respective jurisdictions of incorporation, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Clerk Secretary of State or an Assistant Clerk other appropriate governmental authority; (d) a copy of the Company dated bylaws of each Borrower in effect on the Closing Date and certifying: (i) date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and complete complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (e) a copy of all resolutions adopted by of the Board of Directors (the "Company Board") or the stockholders of the Company each Borrower authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents and the Warrantborrowing thereunder, and specifying the reservationofficer or officers of such Borrower authorized to execute the Loan Documents, issuance accompanied by a certificate from an appropriate officer that the resolutions are true and delivery of the Warrant Shares upon the exercise of the Warrantcomplete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate; (f) an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency genuine signatures of all duly elected officers and specimen signature directors of each officer Borrower as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any accompanied by a certificate or instrument furnished pursuant hereto, and a certification by another from an appropriate officer of such Borrower that the Company as to the incumbency information is true and signature of the officer signing the certificate referred to in this clause (b)complete; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fg) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Agent may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Buyer shall have received copies of the following documents: following: (a) (i) A copy of the CharterCertificate of Incorporation of the Seller, and all amendments thereto, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Illinois; (iib) a certificate (A) One or more certificates of said the Secretary of State of the State of Illinois dated as of a recent date as to the due incorporation and subsistence good standing of the CompanySeller, and listing all documents stating that the Seller owes no franchise taxes in such state; (c) One or more certificates of the Company on file with said Secretary and (B) officials from the Secretary of State of the State of Delaware dated as of a recent date jurisdictions listed on Schedule 3.1 hereto as to the due incorporation and subsistence good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; the Seller in such jurisdictions; (bd) a A certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Seller dated the date of the Closing Date and certifying: certifying (i) that attached thereto is a true true, complete and complete correct copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders By-laws of the Company authorizing Seller as in effect on the executiondate of such certification, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter Certificate of Incorporation of the Seller has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause Subsection (a)(iia) above; and , (iii) to the incumbency that attached thereto are true, complete and specimen signature of each officer correct copies of the Company executing resolutions duly adopted by the Board of Directors and the shareholders of the Seller approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Seller of this Agreement, Agreement and the Note, sale and transfer of the Other Loan DocumentsPurchased Assets as in effect on the date of such certification, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company (iv) as to the incumbency and signature signatures of those officers of the officer signing the certificate referred to Seller executing any instrument or other document delivered in this clause (b); (c) the Purchaser shall have received an undated stock power for each connection with such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; transactions; (e) a certificate Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Seller from the Secretary or Assistant Secretary states and local jurisdictions where the principal places of Bartxxx xx the effect business of the certificate deliverable by Seller and the Company pursuant Purchased Assets are located and evidence, satisfactory to clause (b) aboveBuyer, that any and all Encumbrances on the Purchased Assets reflected on such Search Reports have been released on or prior to the Closing; and (f) such Such reasonable additional supporting documents and other information with respect to the operations of the Company as the Purchaser Buyer or its counsel may reasonably request.; and

Supporting Documents. At Prior to the ClosingClosing Date, the Purchaser Bank shall have received (a) copies of the following documents: (a) (i) Certificate of Incorporation or other organizational document of each Borrower and the Charterorganizational document of each Guarantor, as amended, certified as of a recent date by the Secretary of State of the Commonwealth its jurisdiction of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; or formation; (b) a certificate of the Clerk Secretary of State of its jurisdiction of incorporation or formation, and the Secretary of State of each other state in which such Borrower or Guarantor is transacting any material amount business as to the good standing of such Borrower and each Guarantor in those respective states, each dated a recent date; (c) a certificate of an Assistant Clerk Authorized Representative of the Company each Borrower and Guarantor dated the Closing Date and certifying: certifying (i) that (A) attached thereto is a copy of the By-laws, partnership agreement or operating agreement of such Borrower or Guarantor in existence as of the date of such certificate and since the day before the date of the resolutions or other authorization referenced in clause (ii) below, and (B) there have been no amendments to the Certificate of Incorporation or other organizational document of such Borrower since the date of the last amendment thereto indicated on the certificates of the Secretary of State furnished pursuant to clause (a) above; (ii) that attached thereto is a true and complete copy of all resolutions or other authorization adopted by the Board of Directors (the "Company Board") or the stockholders other governing body of the Company such Borrower and Guarantor authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance execution and delivery of the Warrant Shares upon the exercise of the Warrant, and that all Loan Documents executed by such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementBorrower or Guarantor; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to that attached thereto is the incumbency and specimen signature of each officer the Authorized Representative of such Borrower and Guarantor executing the Company executing this Agreement, the Note, the Other respective Loan Documents, and the Warrant Documents executed by such Borrower or Guarantor and any certificate or instrument other documents and instruments furnished pursuant hereto, hereto or thereto and a certification by another officer of the Company such Borrower or Guarantor as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for Authorized Representative of each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; Borrower or Guarantor; (d) the Purchaser shall have received evidence audited annual financial statements for the Borrowers (and Guarantors, if separately shown, prepared in form accordance with Partial GAAP) for the Fiscal Year ending December 31, 1996 and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect quarterly financial statements of the certificate deliverable by Borrowers (and Guarantors, if separately shown, prepared in accordance with Partial GAAP) for the Company pursuant to clause (b) above; and (f) such additional supporting documents Fiscal Quarter ending June 30, 1997 and other information with respect to the operations of quarterly financial statements for the Company as the Purchaser or its counsel may reasonably requestmost recent Fiscal Quarter thereafter, if available.

Supporting Documents. At the Closing, the Purchaser The Agent shall have received copies of the following documentsreceived: (a) (i) a copy of the CharterBorrower's certificate of incorporation, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and Delaware; (ii) a certificate (A) of said the Secretary of State of Delaware, dated as of a recent date date, as to the due incorporation and subsistence good standing of the Company, Borrower and listing all as to the charter documents of the Company on file with said Secretary and (B) from in the office of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryState; (biii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Borrower, dated the date of the initial Loans or the initial Letters of Credit hereunder, delivered as part of the Closing Date Certificate referred to in clause (iv) below and certifying: certifying (iA) that attached thereto is a true and complete copy of all the by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Borrower authorizing the restructuring, the Borrowings of New Revolving Loans and the issuance of Letters of Credit hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement Agreement, the Notes, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the Other Loan Documents, the issuance, sale, delivery, and performance granting of the Note and security interest in the WarrantLetter of Credit Accounts contemplated hereby, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iiC) that the Charter certificate of incorporation of the Borrower has not been amended since the date of the last amendment referred to in certificate of the certificate delivered Secretary of State furnished pursuant to clause (a)(iii) above; above (other than by the filing of the Certificate of Ownership and Merger with respect to the Borrower by the Debtor on December 2, 1997) and (iiiD) as to the incumbency and specimen signature of each officer of the Company Borrower executing this Agreement, the Note, the Other Loan Documents, Notes and the Warrant and other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (biii);); (1) (civ) receipt by the Purchaser shall have received Agent of a closing certificate signed by an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as executive officer of the Closing DateBorrower, between substantially in the Company and the Purchaser form of Exhibit L (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence Closing Certificate"), with appropriate insertions and attachments satisfactory in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveAgent; and (fv) such additional supporting documents and other information receipt by the Agent of a Notice of Borrowing with respect to the operations New Term Loans and any New Revolving Loans to be made on the Effective Date, and, if applicable, receipt by the Agent and the relevant Fronting Bank of an Application for the Company as issuance of any Letters of Credit to be issued on the Purchaser or its counsel may reasonably requestEffective Date.

Supporting Documents. At the Closing, the Purchaser Buyer shall have received copies the documents set forth below: 8.4.1 The Xxxx of Sale signed by an authorized representative of each of the following documents:Sellers; (a) 8.4.2 Recordable assignments of Intellectual Property of the Company, including patents and trademarks, in the form and substance acceptable to Buyer; 8.4.3 A certificate signed by an authorized officer of Company dated the Closing Date and certifying that Company (i) the Charter, certified knows of no facts which would cause Company to be in breach of any of its representations and warranties hereunder as of a recent date by the Secretary of State of the Commonwealth of Massachusetts Effective Time and (ii) a reserved sufficient funds necessary to pay all payroll taxes and insurance obligations with respect to its Employees; 8.4.4 A certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the good standing for Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as not more than thirty (30) days prior to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryClosing Date; (b) a 8.4.5 A certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (i1) that attached thereto is a true and complete copy of the Certificate of Formation and Operating Agreement of Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of all resolutions adopted by the Board Member of Directors Company (the "Company Board"or an executive committee thereof) or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, ancillary agreements and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, all transactions contemplated by this Agreement and that all such resolutions are in full force and effect as of the Closing Date; and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii3) that the Charter has Certificate of Formation and Operating Agreement of Company have not been amended since the date of the last amendment referred to in the certificate delivered Certificate of Formation and Operating Agreement attached pursuant to clause subsection (a)(ii1) above; of this Section 8.4.5; 8.4.6 Correspondence or documentation reasonably acceptable to Buyer evidencing the release and satisfaction of all Liens on all of the Purchased Assets (iii) except Liens being assigned to Buyer by Secured Creditor pursuant to the incumbency Secured Creditor Assignment and specimen signature of each officer of the Company executing this Release Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) 8.4.7 The Equipment and Leased Equipment list required pursuant to Section 5.5.5; 8.4.8 The updated patient list required pursuant to Section 5.19; 8.4.9 The updated list of Referral Sources of the Purchaser Business required pursuant to Section 5.20; 8.4.10 The insurance certificate required pursuant to Section 10.10; 8.4.11 Buyer shall have received an undated stock power entered into a Major Value Participation Agreement with Secured Creditor; 8.4.12 True and complete files for all Assumed Contracts and Leases, including originally signed copies of each Assumed Contract and Lease and all correspondence, amendments, modifications and waivers related thereto; 8.4.13 Buyer and Xxxxxx Xxxxxxxxxx shall have entered into a mutually acceptable employment arrangement; 8.4.14 The executed Management Services Agreement in the form of Exhibit 8.4.14; 8.4.15 With respect to each Assumed Contract and Lease, Company shall deliver to Buyer copies of duly executed consents for assignment for each Assumed Contract and Lease, executed by the applicable third party for each such Assumed Contract and Lease, in a form reasonably acceptable to Buyer; 8.4.16 Completed and executed landlord estoppel certificate representing shares of stock pledged pursuant and tenant estoppel certificate substantially in the forms attached hereto as Exhibit 8.4.16(a) and Exhibit 8.4.16(b), respectively, from the landlord and tenant to the Junior Subordinated Pledge AgreementAssumed Real Estate Lease; 8.4.17 A fully executed Assignment, dated Amendment and Landlord Consent Agreement (or other document(s) granting Buyer possession and use of the Leased Real Property for a period of not less than (90) days) by and between Arcadia Resources, Inc., PP Indianapolis II Project Corporation and Buyer for the Leased Real Property in a form and substance acceptable to Buyer; 8.4.18 [Reserved]; 8.4.19 All Licenses and Permits, including all NCPDP numbers, Medicaid or Medicare numbers, or similar items issued from applicable governmental bodies that Buyer requires to operate the Business; 8.4.20 A duly executed Lockbox, Sweep and Assignment Agreement by and between Buyer and Company for the delivery of the proceeds of the Governmental Receivables from Company to Buyer in a form and substance acceptable to Buyer; 8.4.21 Acknowledgement from Secured Creditor that the Major Value Third Party Network received an e-mail acknowledgement of the Schedule-2 submitted to the Company’s largest third party payer (as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer Effective Date of the pledge thereofAPA) and approving the inclusion of Purchaser in the Major Value Network; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such 8.4.22 Such additional supporting documents and other information with respect to the operations of the Company transactions contemplated hereunder as the Purchaser or its counsel Buyer may reasonably request.

Supporting Documents. At On or prior to the ClosingClosing Date, the Purchaser Purchasers and their counsel shall have received copies of the following supporting documents: (a) (i) copies of the CharterCompany's Amended and Restated Certificate of Incorporation, certified as of a recent date the Closing Date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (ii) a certificate (A) of said Secretary of State, dated as of a recent date date, as to the due incorporation and subsistence good standing of the Company, Company and its Subsidiaries and listing all documents of the Company on file with said Secretary of State, and (Biii) a facsimile, telegram or telex from the said Secretary of State as of the State close of Delaware dated as of a recent date business on the business day preceding the Closing Date as to the due incorporation and subsistence continued good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarythe Company; (b) [Intentionally Omitted]; (c) a certificate of the Clerk or an Assistant Clerk Secretary of the Company Company, dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all the By-laws of the Company as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, each of the Related Documents and each of the Other Loan Financing Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Shares upon Preferred Stock and Warrants to the exercise of Purchasers by the WarrantCompany, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereunder and thereunder; (iiiii) that the Charter Company's Restated Certificate of Incorporation has not been amended (other than by the amendment and restatement of the Company's Restated Certificate of Incorporation by the Amended and Restated Certificate of Incorporation) since the date of the last amendment referred to in the certificate delivered pursuant to clause 10 CLAUSE (a)(ii) above; and (iiiiv) to the incumbency and specimen signature of each officer of the Company executing this Agreement, each of the NoteRelated Documents, each of the Other Financing Documents, the Other Loan Documentsstock certificate or certificates representing the Preferred Stock, and the Warrant Warrants and any certificate or instrument furnished pursuant heretohereto or thereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause CLAUSE (bC); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof;; and (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed[Intentionally Omitted]; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents documents, instruments, certificates, opinions and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary Secretary, and (BC) certificates of good standing or authority to conduct business from each state in which the Secretary absence of State of such good standing or authority to conduct business would have a Material Adverse Effect on the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said SecretaryCompany; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Other Loan DocumentsAmended and Restated Stock Restriction Agreement, the issuance, sale, delivery, sale and performance delivery of the Note and the Warrant, Preferred Shares and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the WarrantConversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteThird Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the Other Loan Documents, and stock certificates representing the Warrant Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Lender shall have received copies of from Borrower and Guarantor, as applicable, on or prior to the following documentsClosing Date or within such other time period indicated: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk Secretary of Borrower and Guarantor dated as of the Company dated the Closing Date and certifyingDate, certifying as to: (i) that attached thereto is a true and complete copy resolutions of all resolutions adopted by the its Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Loan DocumentsAgreement, the issuance, sale, delivery, and performance of the Note and the Warrantborrowings hereunder, and the reservation, issuance execution and delivery to the Lender of each of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant full force and any certificate or instrument furnished pursuant hereto, and a certification by another officer effect of such resolutions on the Company as to Closing Date; (ii) the incumbency and signature of each of the officer officers of Borrower and Guarantor signing any of the certificate referred to in this clause Loan Documents; (b)) The executed Note; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated The executed Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly The executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completedFinancing Statements; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; andThe executed Guaranty; (f) such additional supporting documents and other information with respect to the operations The executed Solvency Certificate; (g) The executed Subordination Agreement; (h) The Opinion(s) of Counsel; (i) Certified copies of the Company as Articles of Incorporation and Bylaws of Borrower and Guarantor and all amendments thereto, together with a Certificate of Good Standing of Borrower and Guarantor and proof of qualification to do business in each jurisdiction in which Borrower's and Guarantor's business is conducted; (j) Evidence or certification that, from the Purchaser date of the latest financial information furnished to Lender by Borrower and Guarantor there has been no adverse change in the business or its counsel may reasonably request.financial condition of Borrower or Guarantor; (k) Evidence or certification that there exists no pending or threatened litigation, the result of which could have a material adverse effect on the business or financial condition of Borrower or Guarantor; (l) Evidence that the Collateral is owned free and clear of all liens and encumbrances except those in favor of Lender; (m) Evidence of the Rheem Agreement; (n) All agreements, documents, instruments or certificates required to be reviewed by Lender in connection with the Asset Purchase; (o) On or before October 26, 1995, proof satisfactory to Lender that the Asset Purchase has been closed;

Supporting Documents. At the Closing, the Purchaser The Company shall have received copies of the following documentsfollowing: (a1) (i) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the Chartersole stockholder of Acquisition Corp., certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts their respective Secretaries, authorizing and (ii) a certificate (A) of said Secretary dated as of a recent date as approving, to the due incorporation and subsistence of the Companyextent applicable, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Other Loan Documents, Certificate of Merger and the issuance, sale, deliveryconsummation of the Merger shall have been duly made or obtained, and performance all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the Note and the Warrant, and the reservation, issuance and delivery carrying out of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; any of the Merger Documents. (ii4) that A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the Charter has not been amended since business day prior to the date any shares of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) Parent Common Stock are first issued to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged Company's stockholders pursuant to the Junior Subordinated Pledge AgreementMerger, dated a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, between giving effect to all agreements with Parent's stockholders, but prior to the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer closing of the pledge thereof;sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (di) The executed resignations of all directors and officers of Parent, with the Purchaser shall have received evidence in form director resignations to take effect at the Effective Time, and substance satisfactory to it that all filings, recordings, registrations (ii) executed releases from Scott Young and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary orMitchell Geological Services/Marvin A. Mitchell, in the opinion xxx xxxx xxxached xxxxxx xs EXHIBIT F (0) Evidence as of a recent date of the Purchaser, desirable to perfect good standing and corporate existence of each of the security interests created Parent and Acquisition Corp. issued by the Other Loan Documents Secretary of State of their respective states of incorporation and required evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the Other Loan Documents have been completed;nature of their activities makes such qualification necessary. (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such 8) Such additional supporting documents documentation and other information with respect to the operations of transactions contemplated hereby as the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. At On or prior to the Closingdate of this Agreement, the Purchaser Administrative Agent shall have received copies of the following documentsall other documents and instruments required hereunder or otherwise reasonably required by Lenders to be executed and delivered or otherwise provided to Administrative Agent in form and substance satisfactory to Lenders and their counsel, including without limitation: (a) (i) the Charter, a certificate of good standing of Borrower and each Guarantor certified as of a recent date by the Secretary secretary of State state, or other appropriate governmental authority, of the Commonwealth state of Massachusetts incorporation of Borrower and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretaryeach Guarantor; (b) certificates of qualification to do business of Borrower and each Guarantor certified by the secretary of state, or other appropriate governmental authority, of each state in which the chief executive office or any material manufacturing plant of Borrower or the Guarantor is located; (c) A copy of the articles of incorporation of Borrower and each Guarantor, accompanied by a certificate from an appropriate officer of Borrower and each Guarantor that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked except as reflected in the copy, if any; (d) a copy of the Clerk or bylaws of Borrower and each Guarantor in effect on the date of this Agreement, accompanied by a certificate from an Assistant Clerk appropriate officer of Borrower and each Guarantor that the Company dated the Closing Date and certifying: (i) that attached thereto copy is a true and complete and that the bylaws have not been amended, annulled, rescinded, or revoked except as reflected in the copy, if any; (e) a copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company board of directors of Borrower and each Guarantor authorizing the execution, delivery and performance of this Agreement and the Other Loan Documents, the issuance, sale, delivery, and performance of the Note Loan Documents to which it is a party and the Warranttransactions thereunder, and specifying the reservationofficer or officers of Borrower and each Guarantor authorized to execute the Loan Documents, issuance accompanied by a certificate from an appropriate officer that the resolutions are true and delivery of the Warrant Shares upon the exercise of the Warrantcomplete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and that all such resolutions are have not been amended, annulled, rescinded or revoked in any respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since on the date of the last amendment referred to in certificate, together with an incumbency certificate containing the certificate delivered pursuant to clause (a)(ii) above; names, titles, and (iii) to the incumbency genuine signatures of all duly elected officers of Borrower and specimen signature of each officer Guarantor as of the Company executing date of this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification accompanied by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from an appropriate officer that the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveinformation is true and complete; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel Lenders may reasonably request.

Supporting Documents. At the Closing, the Purchaser The Administrative Agent shall have received copies of with respect to the following documentsBorrower: (a) (i) a copy of the CharterBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the Commonwealth state of Massachusetts and its incorporation or formation; (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State state of Delaware the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation good standing of the Borrower (to the extent available in the applicable jurisdiction) and subsistence as to the charter documents on file in the office of Bartxxx, xxd listing all documents such Secretary of Bartxxx xx file with said SecretaryState; (biii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Borrower dated the Closing Restatement Effective Date and certifying: certifying (iA) that attached thereto is a true and complete copy of all the by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors (the "Company Board") or the stockholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Other Loan DocumentsAgreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iiC) that the Charter certificate of incorporation of the Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (a)(iii) above; , and (iiiD) as to the incumbency and specimen signature of each officer of the Company that entity executing this Agreement, the Note, the Other Loan Documents, Agreement and the Warrant and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (biii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above); and (fiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Purchaser Restatement Effective Date, except to the extent that any such representation or warranty by its counsel may reasonably requestterms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions, (B) as to the absence of any Default or Event of Default occurring and continuing on the Restatement Effective Date before and after giving effect to the Transactions and (C) that the Borrower is in compliance, giving pro forma effect to the Revolving Extensions of Credit on the Restatement Effective Date (if any), with the Collateral Coverage Test.

Supporting Documents. At On the ClosingInitial Closing Date (unless otherwise noted below), the Purchaser Purchasers and their counsel shall have received copies of the following documents: (a) (iA) the Charter, Charter certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts Delaware and (iiB) a certificate (A) of said Secretary dated as of a recent date as to the Company’s due incorporation and subsistence of good standing and the Company’s payment of all franchise taxes, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (bii) a certificate of the Clerk or an Assistant Clerk of the Company Company’s Secretary dated the Initial Closing Date and Date, certifying: (iA) that attached thereto is a true true, correct and complete copy of the Bylaws as in effect on the date of such certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and the "Company Board") or the Company’s stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Other Loan Transaction Documents, the issuance, sale, delivery, and performance of the Note and the Warrant, and the reservation, issuance sale and delivery of the Warrant Preferred Shares upon and the exercise reservation of the WarrantConversion Shares and the Warrants (and Series B-1 Shares exercisable thereon), and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(A) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementany of the Transaction Documents, the Note, stock certificates representing the Other Loan Documents, and the Warrant Preferred Shares and any certificate or instrument furnished pursuant heretothereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (ciii) a certificate, executed by an officer of the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge AgreementCompany, dated as of the applicable Closing Date, between certifying to the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer fulfillment of the pledge thereof; (dspecific conditions set forth in Section 4.1(c) and Section 4.1(d) hereof and to the Purchaser shall have received evidence in form and substance satisfactory to it that fulfillment of all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) aboveconditions in this Article IV in general; and (fiv) such additional supporting documents and other information with respect to the Company’s operations of the Company and affairs as the Purchaser Purchasers or its their counsel reasonably may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. At the Closing, the Purchaser shall The Purchasers and their counsel have received copies of the following documents: (ai) (iA) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth State of Massachusetts and Delaware, (iiB) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary and (BC) from a certificate of the Secretary of State of the State jurisdiction of Delaware incorporation of each of the Company's Subsidiaries dated as of a recent date as to the due incorporation and subsistence good standing of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretarysuch Subsidiary; (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the By-laws as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors (the "Company Board") directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Other Loan DocumentsStockholders Agreement, the issuance, sale, delivery, sale and performance delivery of the Note Series B Preferred Shares and the Warrant, Warrants and the reservation, issuance and delivery of the Warrant Shares shares of common stock issuable upon the exercise of the Warrant, Warrants or conversion of Series B Preferred Shares and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Stockholders Agreement; (iiC) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii) (B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, Transaction Documents and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bii); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At On or prior to the Closing, Closing Date the Purchaser Purchasers and their counsel shall have received copies of the following supporting documents: (a) (i) copies of (1) the CharterArticles of Organization of the Company, the Guarantor and Apparel, including all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the Commonwealth relevant state of Massachusetts incorporation, and (ii2) a certificate (A) certificates of said Secretary or official, dated as of a recent date date, as to the due incorporation and subsistence good standing of the Company, the Guarantor, Apparel and each such subsidiary, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary;official; and (bii) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Company, of the Secretary or Assistant Secretary of the Guarantor and of the Secretary or an Assistant Secretary of Apparel, dated the Closing Date and certifying: certifying (i1) that attached thereto is a true and complete copy of the By-laws of the Company, the Guarantor or Apparel, as the case may be, as in effect on the date of such certification and at all times since the date hereof; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company Company, the Guarantor or Apparel, as the case may be, authorizing the execution, delivery and performance of this Agreement, the Asset Purchase Agreement and the Other Loan DocumentsAncillary Agreements, the issuance, sale, delivery, sale and performance delivery of the Note and the WarrantSecurities, and the reservation, issuance and delivery of the Warrant Shares upon Shares, and the exercise performance of the Warrant, Asset Purchase and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii3) that the Charter Articles of Organization of the Company, the Guarantor or Apparel, as the case may be, has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iii)(2) above; and (iii4) as to the incumbency and specimen signature of each officer of the Company Company, the Guarantor or Apparel, as the case may be, executing this Agreement, the NoteNotes, the Other Loan Documents, Warrants and the Warrant Ancillary Agreements and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (bii); (c) the Purchaser . All such documents shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence be satisfactory in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably requestPurchasers and their counsel.

Supporting Documents. At the Closing, the Purchaser The Purchasers and their counsel shall have received copies of the following documents: (a) (i) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Charter and By-laws of the Company as in effect on the date of such certification; (B) as to the due incorporation and good standing of the Company and listing all documents of the Company on file with the Secretary of State of the State of New York; (C) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company approving the Charter Amendment, calling the Stockholders' Meeting and authorizing the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the Other Loan DocumentsXxxxx Xxxxxxxxxxx Agreement, the issuance, sale, delivery, sale and performance delivery of the Note Notes and the Warrant, Warrants and the reservation, issuance and delivery of the Warrant Common Conversion Shares, Preferred Conversion Shares upon and the exercise of the WarrantPreferred Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Notes, the Warrants, contemplated by this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the Stock Restriction Agreement; (iiD) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(iiB) above; and (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the NoteNotes, the Other Loan DocumentsWarrants, and the Warrant Registration Rights Agreement or any of the Stock Restriction Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (bi); (F) that the Company shall deliver to the Purchasers, as soon as practicable after the Closing, the Charter, certified as of a recent date by the Secretary of State of the State of New York and a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (eii) a certificate from the Secretary or Assistant Secretary of Bartxxx xx the effect of the certificate deliverable Treasurer of the Company dated the Closing Date and certifying as to the payment of all excise taxes by the Company pursuant to clause (b) aboveCompany; and (fiii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser Purchasers or its their counsel reasonably may reasonably request.

Supporting Documents. At The Purchaser shall have received the Closingfollowing: (i) A favorable opinion from Kelley Drye & Warren LLP, counsel to the Company, dated thx Xxxxxxx Xate, in form and substance reasonably satisfactory to the Purchaser with respect to: (A) the Company's corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement and each of the Transaction Documents and the due authorization of the issuance of the Securities contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of the Company, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to the Company or any Subsidiary; (E) the Company's capitalization (including that all outstanding securities, including the Purchased Shares, are validly issued, fully paid and non-assessable); (F) the due authorization of the Warrant Shares and upon issuance thereof in accordance with the terms of the Warrant that such shares will be validly issued, fully paid and nonassessable; (G) the sale of the Purchased Shares and the issuance of the Warrant as exempt transactions under the Securities Act; (H) the exemption from registration under the Securities Act of the Warrant Shares when issued pursuant to this Agreement; (I) no threatened or pending legal or governmental investigations, actions, suits or proceedings known to such counsel against or affecting the Company or any Subsidiary or which would reasonably be expected to result in a Material Adverse Change with respect to the Company; and (J) no Governmental Approvals required to be obtained by the Company for the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents; (ii) A favorable opinion from Kelley Drye & Warren LLP, counsel to the Founders, dated txx Xxxxxxx Date, in form and substance reasonably satisfactory to the Purchaser with respect to: (A) the corporate existence, power, authority and good standing of each of Ridgecrest and Pierpont; (B) the due authorization, execution and deliverx xx xxxs Agreement and each of the Transaction Documents by each of the Founders and the due authorization of the sale of the Purchased Shares contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of each of Ridgecrest and Pierpont, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to any Founder (E) upon delivery of the Purchased Shares to be sold by the Founder and payment therefor pursuant hereto, and assuming the Purchaser has no notice of adverse claims, the Purchaser shall have received copies be a "protected purchaser" of such Purchased Shares within the meaning of Section 8-303 of the following documents:UCC; (aiii) (i) the Charter, certified as Copies of a recent date by the Secretary of State resolutions of the Commonwealth Board of Massachusetts and (ii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and subsistence Directors of the Company, and listing all documents certified by the Secretary or other authorized officer of the Company on file with said Secretary Company, authorizing and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bartxxx, xxd listing all documents of Bartxxx xx file with said Secretary; (b) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of the Company authorizing approving the execution, delivery and performance of this Agreement the Transaction Documents to which the Company is a party and all other documents and instruments to be delivered by the Other Loan DocumentsCompany pursuant hereto and thereto; (iv) Copies of resolutions of the board of directors of each of the Founders, which is not a natural person certified by the issuancerespective secretary or other authorized officer of each such Founder, saleauthorizing and approving the execution, delivery, delivery and performance of the Note Transaction Documents to which such Founder is a party and all other documents and instruments to be delivered by such Founder pursuant hereto and thereto; (v) A certificate of incumbency executed by the Warrant, and the reservation, issuance and delivery Secretary of the Warrant Shares upon Company (A) certifying the exercise names, titles and signatures of the Warrant, officers authorized to execute the Transaction Documents to be executed by the Company and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iiB) further certifying that the Charter has certificate of incorporation and bylaws of the Company delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Note, the Other Loan Documents, and the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (b)modified; (cvi) the Purchaser shall have received an undated stock power for each such A certificate representing shares of stock pledged pursuant good standing with respect to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant of State of Delaware and a certificate of good standing with respect to each of Ridgecrest and Pierpont from the Secretary of Bartxxx xx the effect State of the certificate deliverable by the Company pursuant to clause (b) aboveNew York; and (fvii) such Such additional supporting documents documentation and other information with respect to the operations of the Company transactions contemplated by this Agreement as the Purchaser or its counsel counsel, Skadden, Arps, Slate, Meagher & Flom LLP, may reasonably request.