Required Filings and Consents. No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement, the performance by the Company of this Agreement or the transactions contemplated hereby, except for such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, or the rules and regulations of any self-regulatory organization to which the Company or its securities are subject.

Except as set forth on [Schedule 3.5(a)], the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is or will be a party does not, and the performance by the Company of this Agreement and such other Transaction Documents will not, # conflict with or violate any provision of the organizational documents of the Company; # conflict with or violate any Law applicable to the Company or any of its Affiliates or by which any property or asset of the Company or any of its Affiliates is bound or affected; (iii) (A) require any consent or approval under, # result in any breach of or any loss of any benefit under, # constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or # give to others any right of termination, vesting, amendment, acceleration or cancellation of, any right or obligation under any Material Contract or Permit; # result in the creation of a Lien on any property or asset of the Company or any of its Affiliates; or # cause the Company or any of its Affiliates to become subject to, or to become liable for the payment of, any Tax.

Required Filings and Consents. No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement, the performance by the Company of this Agreement or the transactions contemplated hereby, except for such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, or the rules and regulations of any self-regulatory organization to which the Company or its securities are subject.

The execution, delivery and performance by Purchaser of the Acquisition Documents do not, and the consummation of the Transactions will not, # conflict with or violate the certificate of incorporation or bylaws of Purchaser, # assuming that all consents, approvals, authorizations and other actions described in [Section 3.3(b)] have been obtained or taken and all filings and obligations described in [Section 3.3(b)] have been made or fulfilled, conflict with or violate any Law or Order applicable to Purchaser or by which Purchaser or any of its properties or assets is bound, # assuming that all consents, approvals, authorizations and other actions described in [Section 3.3(b)] have been obtained or taken and all filings and obligations described in [Section 3.3(b)] have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material contract, agreement, instrument, license or permit applicable to Purchaser or by which any of its properties or assets is bound, except with respect to [clauses (ii) and (iii) above], to the extent any such conflict, violation, breach or default would not reasonably be expected to have a Material Adverse Effect.

Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by the Sellers of their obligations hereunder or thereunder will # violate or conflict with # the articles of organization, by-laws, operating agreement or similar organizational documents of any Acquired Company, as applicable, or # any Law or Order applicable to any Acquired Company or by which any of their respective properties or assets are bound, # violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or result in the loss of a material benefit under, or constitute (with notice or lapse of time, or both) a default under the terms of any Material Contract to which any Acquired Company is a party or by which any of the assets or the properties of

The execution, delivery and performance by Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, # conflict with or violate the articles of incorporation or bylaws (or equivalent organizational documents) of Seller, # assuming that all consents, approvals, authorizations and other actions described in [Section 2.3(b)] have been obtained or taken and all filings and obligations described in [Section 2.3(b)] have been made or fulfilled, conflict with or violate any Law or Order applicable to Seller or by which it or any of its properties or assets are bound, # assuming that all consents, approvals, authorizations and other actions described in [Section 2.3(b)] have been obtained or taken and all filings and obligations described in [Section 2.3(b)] have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any Assigned Permit or Assumed Contract, or # create any Lien (other than a Permitted Lien) on any Purchased Assets, except with respect to [clauses (ii) and (iii) above], to the extent any such conflict, violation, breach or default would not reasonably be expected to have a Material Adverse Effect.

Section # No Conflict; Required Filings and Consents.

Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by each of the Sellers and/or the Company of their obligations hereunder or thereunder will # violate or conflict with # the articles of organization, bylaws, or similar organizational documents of any Group Company, or # any Law or Order applicable to any Group Company or by which any of its respective properties or assets are bound, # violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or result in the loss of a material benefit under, or constitute (with notice or lapse of time, or both) a default under the terms of any Material Contract to which any Group Company is a party or by which any of the assets or the properties of any Group Company are bound or # result in the creation or imposition of any Lien with respect to the properties or assets of any Group Company.

The execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance by such Seller of this Agreement and such other Transaction Documents will not, # if such Seller is an entity, conflict with or violate any provision of the organizational documents of such Seller; # conflict with or violate any Law applicable to such Seller or any of his, her or its Affiliates or by which any property or asset of such Seller or his, her or its Affiliates is bound or affected; (iii) (A) require any consent or approval under, # result in any breach of or any loss of any benefit under, # constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or # give to others any right of termination, vesting, amendment, acceleration or cancellation of, any obligation or right under any Contract or Permit to which such Seller is a party or to which any of his, her or its property or assets is subject; or # result in the creation of a Lien on any property or asset of such Seller (including any Shares) or any of his, her or its Affiliates.

The execution and delivery of this Voting Agreement to Pixium by Stockholder does not, and the performance of this Voting Agreement will not, except where it would not interfere with Stockholder’s ability to perform his, her or its obligations hereunder, # conflict with or violate any Law applicable to Stockholder or by which Stockholder is bound or affected, or # violate or conflict with the articles of incorporation or bylaws or other equivalent organizational documents of Stockholder, if applicable. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Stockholder is a trustee whose consent is required for the execution and delivery of this Voting Agreement or the consummation by Stockholder of the transactions contemplated by this Voting Agreement.