Common use of Validity of Transaction Clause in Contracts

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxx, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller Company has all requisite power and authority to execute, deliver, deliver and perform this Agreement, the Registration Rights Agreement and the Warrants, and to sell issue the Common Stock and Warrants to Purchaser the Shares to be sold by the Seller pursuant heretoInvestors. All necessary corporate proceedings or other similar actions by of the Seller Company have been duly taken to authorize the execution, delivery, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants and to authorize the issuance and sale of the Common Stock and Warrants, and upon exercise of the Warrants, to authorize the issuance of the Warrant Shares by to the SellerInvestors. The Common Stock and Warrants, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable and will be free and clear of all pledges, liens, encumbrances and restrictions, other than under applicable federal and state securities laws. This Agreement, the Registration Rights Agreement has and the Warrants have been duly authorized, executed, executed and delivered by the SellerCompany, is are the legal, validvalid and binding obligations of the Company, and binding obligation of the Seller, and is are enforceable as to the Seller Company in accordance with its terms their respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or by legal or equitable principles relating to or limiting creditors’ ' rights generallygenerally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federalFederal, state, local, local or other governmental authority or of any court or other tribunal is required by the Seller for Company in connection with the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreementtransactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, arrangement or understanding to which the Seller Company is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, delivery or performance by a Seller the Company of this Agreement, except for such consents as have been obtained at or prior to the date of this Registration Rights Agreement, the Warrants and except as would not affect the ability issuance of the Seller to perform any of his material obligations under this AgreementWarrant Shares. The execution, delivery, and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Seller Company will not violate, result in a breach of, conflict with, with or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, arrangement or understanding, or violate or result in a breach of any term of the certificate Certificate of Incorporation or articles of incorporation or byBy-laws (or other organizational document) of the XxxxxxCompany, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, judgment or decree binding on a Seller the Company or to which any of his its operations, business, properties, properties or assets is subject. The registration rights granted to the Investors, except as would in accordance with the Registration Rights Agreement, do not affect the ability of such Seller to perform violate any of its material obligations under this Agreementthe terms and conditions of the registration rights previously granted by the Company to other holders of the Company's securities or any other agreements to which the Company is a party. The Warrant Shares sold by issuable upon exercise of the Seller Warrants are duly authorized, have been duly authorized reserved for issuance and upon exercise of the Warrants in accordance with the terms thereof, will be validly issued issued, fully paid, and are fully paid and non-assessable and nonassessable, will not have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon refusal and the transfer of Investors, upon exercise, will have good title to the Warrant Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, stockholders agreements and voting trusts (other than any created for and in favor of Purchaser)trusts.

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller TGLN has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to Purchaser the Shares to be sold by Stockholders the Seller pursuant heretoTGLN Shares. All necessary corporate proceedings or other similar actions by the Seller of TGLN have been duly taken to authorize the execution, delivery, and performance of this Agreement Agreement, and the issuance and sale to authorize the sale Stockholders of the Shares by the SellerTGLN Shares. This Agreement has been duly authorized, executed, and delivered by the SellerTGLN, is the legal, valid, and binding obligation of the SellerTGLN, and is enforceable as to the Seller TGLN in accordance with its terms terms, except as may be limited by bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller TGLN for the execution, delivery, or performance of this Agreement by the SellerTGLN, and except as would not affect the ability of the Seller TGLN to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller TGLN is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller TGLN of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller TGLN to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller TGLN will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, or understandingunderstanding to which TGLN is a party, or violate or result in a breach of any term of the certificate Articles of Incorporation or articles of incorporation or byBy-laws (or other organizational document) of the XxxxxxTGLN, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller TGLN or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such Seller TGLN to perform any of its material obligations under this Agreement. The Shares sold by the Seller shares of TGLN Common Stock have been duly authorized and, upon receipt by the Stockholders from TGLN of the stock certificates representing the TGLN Shares being sold pursuant to this Agreement, will be validly issued, fully paid, and validly issued and are fully paid and non-assessable and nonassessable, will not have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon , and the transfer of Stockholders will have good title to the TGLN Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interestsShares, pledges, charges, encumbrances, stockholders’ stockholders agreements, and voting trusts (other than any created for and in favor of Purchaserby the Stockholders).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller of Buyer have been duly taken to authorize the execution, delivery, and performance of this Agreement Agreement, the issuance and sale to authorize the sale Seller of the Shares by the SellerBuyer Issued Stock. This Agreement has been duly authorized, executed, and delivered by the SellerBuyer, is the legal, valid, and binding obligation of the SellerBuyer, and is enforceable as to the Seller Buyer in accordance with its terms terms, except as may be limited by bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No Subject to the compliance with and completion of the registration requirements of the Securities Act as contemplated in Article VI, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal Governmental Entity is required by the Seller Buyer for the execution, delivery, or performance of this Agreement by the SellerBuyer, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller Buyer is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller Buyer of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller Buyer will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles Organizational Documents of incorporation or by-laws (or other organizational document) of the XxxxxxBuyer, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Buyer or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares Transferred Securities to Buyer by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal Governmental Entity is required by Seller or, to the Seller Actual Knowledge of Seller, Vicon for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Seller or, to the Seller Actual Knowledge of Seller, Vicon is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles Organizational Documents of incorporation or by-laws (or other organizational document) Seller or, to the Actual Knowledge of the XxxxxxSeller, Vicon, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree Legal Requirement binding on a Seller or, to the Actual Knowledge of Seller, Vicon or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller Exquisite has all requisite full power and authority (including, if Exquisite is a corporation or other entity, full corporate power and authority) to execute, deliver, execute and perform deliver this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant heretoperform his or its obligations hereunder. All necessary corporate proceedings or other similar actions by the Seller Exquisite have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the SellerExquisite. This Agreement has been duly authorized, executed, and delivered by the SellerExquisite, is the legal, valid, and binding obligation of the SellerExquisite, and is enforceable as to the Seller Exquisite in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller Exquisite for the execution, delivery, or performance of this Agreement by the SellerExquisite, and except as would not affect the ability of the Seller Exquisite to perform any of his material its obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller Exquisite is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller Exquisite of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller Exquisite to perform any of his material its obligations under this Agreement. The execution, delivery, Neither the execution and performance the delivery of this Agreement by Agreement, nor the Seller consummation of the transactions contemplated hereby, will not violate(i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Exquisite is subject or, if Exquisite is a corporation or other entity, any provision of its charter or bylaws or comparable organizational documents or, if Exquisite is a partnership, any provision of its partnership agreement, or (ii) conflict with, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call constitute a default under, result in the acceleration of, create in any such contractparty the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, instrumentcontract, lease, license, arrangementinstrument, or understanding, other arrangement to which Exquisite is a party or violate by which he or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxx, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller it is bound or to which any of his operations, business, properties, or its assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns Stockholders own the number of Sterling Shares set forth opposite his name on Exhibit A to this Agreementabove. The Seller has Stockholders have all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser TGLN the Sterling Shares to be sold by the Seller Stockholders pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller Sterling and the Stockholders have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Sterling Shares by the SellerStockholders. This Agreement has been duly authorized, executed, and delivered by Sterling and the SellerStockholders, is the legal, valid, and binding obligation of Sterling and the SellerStockholders, and is enforceable as to Sterling and the Seller Stockholders in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by Sterling and the Seller Stockholders for the execution, delivery, or performance of this Agreement by Sterling and the SellerStockholders, and except as would not affect the ability of Sterling or the Seller Stockholders to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Sterling or the Seller is Stockholders are a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller Sterling and the Stockholders of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of Sterling or the Seller Stockholders to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by Sterling and the Seller Stockholders will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the XxxxxxSterling, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Sterling or the Stockholders or to which any of his its/his/her operations, business, properties, or assets is subject, except as would not affect the ability of such Seller Sterling or the Stockholders to perform any of its material obligations under this Agreement. The Shares sold by the Seller Stockholders have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Sterling Shares, sold by the Seller Stockholders to Purchaser TGLN at the Closing, Purchaser TGLN shall acquire good and valid title to such the Sterling Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of PurchaserTGLN).

Validity of Transaction. The Seller owns Shareholders own the number of Shares Interests set forth opposite his name on Exhibit A to this Agreement. The Seller has Shareholders have all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser iBIZ the Shares Interests to be sold by the Seller Shareholders pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller Shareholders have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares Interests by the SellerShareholders. This Agreement has been duly authorized, executed, and delivered by the SellerShareholders, is the legal, valid, and binding obligation of the SellerShareholders, and is enforceable as to the Seller Shareholders in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller Shareholders for the execution, delivery, or performance of this Agreement by the SellerShareholders, and except as would not affect the ability of the Seller a Shareholder to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller a Shareholder is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller Shareholder of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller a Shareholder to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller a Shareholder will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the XxxxxxSynosphere, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Shareholder or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller Shareholder to perform any of its material obligations under this Agreement. The Shares Interests sold by the Seller Shareholders have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the SharesInterests, sold by the Seller Shareholders to Purchaser iBIZ at the Closing, Purchaser iBIZ shall acquire good and valid title to such Shares Interests free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ ' agreements, and voting trusts (other than any created for and in favor of PurchaseriBIZ).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the XxxxxxSeller, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller Purchaser has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant heretoAgreement. All necessary corporate proceedings or other similar actions by the Seller of Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the SellerAgreement. This Agreement has been duly authorized, executed, and delivered by the SellerPurchaser, is the legal, valid, and binding obligation of the SellerPurchaser, and is enforceable as to the Seller Purchaser in accordance with its terms terms, except as may be limited by bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller Purchaser for the execution, delivery, or performance of this Agreement by the SellerPurchaser, and except as would not affect the ability of the Seller Purchaser to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller Purchaser is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller Purchaser of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller Purchaser to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller Purchaser will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, or understandingunderstanding to which Purchaser is a party, or violate or result in a breach of any term of the certificate Articles of Incorporation or articles of incorporation or byBy-laws (or other organizational document) of the XxxxxxPurchaser, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Purchaser or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such Seller Purchaser to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns Stockholders own the number of Sterling Shares set forth opposite his name on Exhibit A to this Agreementabove. The Seller has Stockholders have all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser TGLN the Sterling Shares to be sold by the Seller Stockholders pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller Sterling and the Stockholders have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Sterling Shares by the SellerStockholders. This Agreement has been duly authorized, executed, and delivered by Sterling and the SellerStockholders, is the legal, valid, and binding obligation of Sterling and the SellerStockholders, and is enforceable as to Sterling and the Seller Stockholders in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by Sterling and the Seller Stockholders for the execution, delivery, or performance of this Agreement by Sterling and the SellerStockholders, and except as would not affect the ability of Sterling or the Seller Stockholders to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Sterling or the Seller is Stockholders are a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller Sterling and the Stockholders of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of Sterling or the Seller Stockholders to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by Sterling and the Seller Stockholders will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the XxxxxxSterling, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Sterling or the Stockholders or to which any of his its/his/her operations, business, properties, or assets is subject, except as would not affect the ability of such Seller Sterling or the Stockholders to perform any of its material obligations under this Agreement. The Shares sold by the Seller Stockholders have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Sterling Shares, sold by the Seller Stockholders to Purchaser TGLN at the Closing, Purchaser TGLN shall acquire good and valid title to such the Sterling Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ ' agreements, and voting trusts (other than any created for and in favor of PurchaserTGLN).

Validity of Transaction. The Seller Shareholder owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller Shareholder has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller Shareholder pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller Shareholder have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the SellerShareholder. This Agreement has been duly authorized, executed, and delivered by the SellerShareholder, is the legal, valid, and binding obligation of the SellerShareholder, and is enforceable as to the Seller Shareholder in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller Shareholder for the execution, delivery, or performance of this Agreement by the SellerShareholder, and except as would not affect the ability of the Seller Shareholder to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller Shareholder is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller Shareholder of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller Shareholder to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller Shareholder will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the XxxxxxImpact, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller Shareholder or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller Shareholder to perform any of its material obligations under this Agreement. The Shares sold by the Seller Shareholder have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller Shareholder to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ ' agreements, and voting trusts (other than any created for and in favor of Purchaser).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller TGLN has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to Purchaser the Shares to be sold by Stockholders the Seller pursuant heretoTGLN Shares. All necessary corporate proceedings or other similar actions by the Seller of TGLN have been duly taken to authorize the execution, delivery, and performance of this Agreement Agreement, and the issuance and sale to authorize the sale Stockholders of the Shares by the SellerTGLN Shares. This Agreement has been duly authorized, executed, and delivered by the SellerTGLN, is the legal, valid, and binding obligation of the SellerTGLN, and is enforceable as to the Seller TGLN in accordance with its terms terms, except as may be limited by bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller TGLN for the execution, delivery, or performance of this Agreement by the SellerTGLN, and except as would not affect the ability of the Seller TGLN to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller TGLN is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a Seller TGLN of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller TGLN to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller TGLN will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, or understandingunderstanding to which TGLN is a party, or violate or result in a breach of any term of the certificate Articles of Incorporation or articles of incorporation or byBy-laws (or other organizational document) of the XxxxxxTGLN, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller TGLN or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such Seller TGLN to perform any of its material obligations under this Agreement. The Shares sold by the Seller shares of TGLN Common Stock have been duly authorized and, upon receipt by the Stockholders from TGLN of the stock certificates representing the TGLN Shares being sold pursuant to this Agreement, will be validly issued, fully paid, and validly issued and are fully paid and non-assessable and nonassessable, will not have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon , and the transfer of Stockholders will have good title to the TGLN Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interestsShares, pledges, charges, encumbrances, stockholders’ stockholders agreements, and voting trusts (other than any created for and in favor of Purchaserby the Stockholders).

Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller Company has all requisite power and authority to execute, deliver, deliver and perform this Agreement and the Ancillary Documents, and to sell issue the Series E Preferred Stock and Warrants to Purchaser the Shares to be sold by the Seller pursuant heretoInvestors. All necessary corporate proceedings or other similar actions by of the Seller Company have been duly taken to authorize the execution, delivery, delivery and performance of this Agreement Agreement, the Ancillary Documents, the Series E Preferred Stock and Warrants and to authorize the issuance and sale of the Shares by Series E Preferred Stock and Warrants, and upon conversion of the SellerSeries E Preferred Stock and exercise of the Warrants, to authorize the issuance of the Underlying Securities to the Investors. This Agreement has Agreement, the Ancillary Documents, the Series E Preferred Stock and Warrants have been duly authorized, executed, executed and delivered by the SellerCompany, is are the legal, validvalid and binding obligations of the Company, and binding obligation of the Seller, and is are enforceable as to the Seller Company in accordance with its terms their respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or by legal or equitable principles relating to or limiting creditors’ ' rights generallygenerally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federalFederal, state, local, local or other governmental authority or of any court or other tribunal is required by the Seller for Company in connection with the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreementtransactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, arrangement or understanding to which the Seller Company is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, delivery or performance by a Seller the Company of this Agreement, except for such consents as have been obtained at or prior to the date of this AgreementAncillary Documents, the Series E Preferred Stock, Warrants and except as would not affect the ability issuance of the Seller to perform any of his material obligations under this AgreementUnderlying Securities. The execution, delivery, and performance of this Agreement Agreement, the Ancillary Documents, the Series E Preferred Stock and Warrants by the Seller Company will not violate, result in a breach of, conflict with, with or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, under any such contract, agreement, instrument, lease, license, arrangement, arrangement or understanding, or violate or result in a breach of any term of the certificate Certificate of Incorporation or articles of incorporation or byBy-laws (or other organizational document) of the XxxxxxCompany, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, judgment or decree binding on a Seller the Company or to which any of his its operations, business, properties, properties or assets is subject. The registration rights granted to the Investors, except as would in accordance with the Registration Rights Agreement, do not affect the ability of such Seller to perform violate any of its material obligations under this Agreementthe terms and conditions of the registration rights previously granted by the Company to other holders of the Company's securities or any other agreements to which the Company is a party. The Shares sold by shares of Common Stock issuable upon conversion of the Seller Series E Preferred Stock and exercise of the Warrants are duly authorized, have been duly authorized reserved for issuance upon conversion of the Series E Preferred Stock and upon exercise of the Warrants in accordance with the terms thereof, will be validly issued issued, fully paid, and are fully paid and non-assessable and nonassessable, will not have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon refusal and the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire Investors will have good and valid title to such Shares the Underlying Securities, free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, stockholders agreements and voting trusts (other than any created for and in favor of Purchaser)trusts.

Validity of Transaction. The Such Seller owns the number of Shares shares of TA Common Stock set forth opposite his name on Exhibit A A. Marshall owns the Conversion Right, xxx xxx Xxnversion Right as defined herein represents all rights owned by him in an individual capacity to this Agreementthe capital stock of TA. The Such Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser FreeStar the Shares shares of TA Common Stock (or the Conversion Right) to be sold by the such Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the such Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares shares of TA Common Stock to FreeStar by the such Seller. This Agreement has been duly authorized, executed, and delivered by the such Seller, is the legal, valid, and binding obligation of the such Seller, and is enforceable as to the such Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federalFederal, state, local, or other governmental authority or of any court or other tribunal is required by the such Seller for the execution, delivery, or performance of this Agreement by such Seller, except for filings under Sections 13(d) and 16 of the SellerSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the such Seller is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a such Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the such Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxxsuch Seller, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a such Seller or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such the Seller to perform any of its material obligations under this Agreement. The Except as set forth in the Disclosure Letter, the Shares sold by the such Seller have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not have been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the SharesShares and the Conversion Right, as the case may be, sold by the such Seller to Purchaser FreeStar at the Closing, Purchaser shall FreeStar will acquire good and valid title to such Shares and the Conversion Right free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ ' agreements, and voting trusts (other than any created for and in favor of PurchaserFreeStar). The exercise of the Conversion Right by FreeStar following the Closing will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of TA, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on TA or to which any of its operations, business, properties, or assets is subject.

Validity of Transaction. The Such Seller owns the number of Shares shares of TA Common Stock set forth opposite his name on Exhibit A A. Marshall owns the Conversion Right, and the Conversion Right as xxxxxxx xxrein represents all rights owned by him in an individual capacity to this Agreementthe capital stock of TA. The Such Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser FreeStar the Shares shares of TA Common Stock (or the Conversion Right) to be sold by the such Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the such Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares shares of TA Common Stock to FreeStar by the such Seller. This Agreement has been duly authorized, executed, and delivered by the such Seller, is the legal, valid, and binding obligation of the such Seller, and is enforceable as to the such Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federalFederal, state, local, or other governmental authority or of any court or other tribunal is required by the such Seller for the execution, delivery, or performance of this Agreement by such Seller, except for filings under Sections 13(d) and 16 of the SellerSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the such Seller is a party, or by which any of its properties or assets is bound, shall be is required for the execution, delivery, or performance by a such Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the such Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxxsuch Seller, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a such Seller or to which any of his its operations, business, properties, or assets is subject, except as would not affect the ability of such the Seller to perform any of its material obligations under this Agreement. The Except as set forth in the Disclosure Letter, the Shares sold by the such Seller have been duly authorized and validly issued and are fully paid and non-assessable nonassessable and have not have been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the SharesShares and the Conversion Right, as the case may be, sold by the such Seller to Purchaser FreeStar at the Closing, Purchaser shall FreeStar will acquire good and valid title to such Shares and the Conversion Right free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ ' agreements, and voting trusts (other than any created for and in favor of PurchaserFreeStar). The exercise of the Conversion Right by FreeStar following the Closing will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of TA, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on TA or to which any of its operations, business, properties, or assets is subject.