No Conflict. The execution and delivery of this Agreement, the performance of such Party’s obligations hereunder and the licenses and sublicenses to be granted pursuant to this Agreement # do not and will not conflict with or violate any requirement of applicable Law; # do not and will not conflict with or violate the certificate of incorporation, by-laws or other organizational documents of such Party; and # do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates.

Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, each Ancillary Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement and perform its obligations under this Agreement and each Ancillary Agreement. The execution and the delivery of this Agreement does not, the consummation of the transactions contemplated by this Agreement by Seller does not, and the fulfillment of and compliance with the terms and conditions of this Agreement will not: # conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, # give rise to a right of termination, modification, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under or # result in the creation of any claim upon any of the Assets or any Party under, in each case, any provision of # the organizational documents of Seller, # any applicable Law or # any contract or instrument (including any judgment, decree or order) to which Seller is directly a party or by which it is bound or that otherwise relates to any of the Assets, except any matters described in clauses (ii) and (iii) which would not reasonably be expected to have a Material Adverse Effect.

No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any Contractual Obligation to which the Collateral Agent is a party or by which it or any of its property is bound.

No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares will not # result in a violation of the Certificate of Incorporation (as defined herein) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined herein) of the Company or any of its Subsidiaries, # except as set forth in the SEC Documents (as defined herein), conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or

No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder # do not conflict with or violate any requirement of applicable laws; and # do not materially conflict with, or constitute a material default or require any consent under, any contractual obligation of such Party.

Such Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, each Ancillary Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement and perform its obligations under this Agreement and each Ancillary Agreement. The execution and the delivery of this Agreement does not, the consummation of the transactions contemplated by this Agreement by Sellers does not, and the fulfillment of and compliance with the terms and conditions of this Agreement will not: # conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, # give rise to a right of termination, modification, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under or # result in the creation of any claim upon any of the Assets or any Party under, in each case, any provision of # the organizational documents of such Seller, # any applicable Law or # any contract or instrument (including any judgment, decree or order) to which such Seller is directly a party or by which it is bound or that otherwise relates to any of the Assets, except any matters described in clauses (ii) and (iii) which would not reasonably be expected to have a Material Adverse Effect.

No Conflict. Executive represents and warrants to the Company that # Executive has not signed any employment agreement, confidentiality agreement, non-competition covenant or the like with any other employer and # Executive’s employment with the Company will not violate any other agreement or arrangement Executive has or may have had with any other former employer. Executive covenants that under no circumstances shall Executive disclose to the Company or use for the benefit of the Company any confidential or proprietary information of any former employer or other third party, and Executive shall hold all such information in confidence, and shall comply with the terms of any and all applicable agreements between Executive and the third party with respect to such information.

Power; No Conflict. Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, each Ancillary Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement and perform its obligations under this Agreement and each Ancillary Agreement. The execution and the delivery of this Agreement does not, the consummation of the transactions contemplated by this Agreement by Seller does not, and the fulfillment of and compliance with the terms and conditions of this Agreement will not: # conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, # give rise to a right of termination, modification, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under or # result in the creation of any claim upon any of the Assets or any Party under, in each case, any provision of # the organizational documents of Seller, # any applicable Law or # any contract or instrument (including any judgment, decree or order) to which Seller is directly a party or by which it is bound or that otherwise relates to any of the Assets, except any matters described in clauses (ii) and (iii) which would not reasonably be expected to have a Material Adverse Effect.

Such Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, each Ancillary Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement and perform its obligations under this Agreement and each Ancillary Agreement. The execution and the delivery of this Agreement does not, the consummation of the transactions contemplated by this Agreement by Sellers does not, and the fulfillment of and compliance with the terms and conditions of this Agreement will not: # conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, # give rise to a right of termination, modification, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under or # result in the creation of any claim upon any of the Assets or any Party under, in each case, any provision of # the organizational documents of such Seller, # any applicable Law or # any contract or instrument (including any judgment, decree or order) to which such Seller is directly a party or by which it is bound or that otherwise relates to any of the Assets, except any matters described in clauses (ii) and (iii) which would not reasonably be expected to have a Material Adverse Effect.

No Conflict. The execution, delivery and performance by Note Parties of the Note Documents to which they are parties and the consummation of the transactions contemplated by the Note Documents do not and will not # violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, any of the Organizational Documents of Company or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries; # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Material Contract or any other material Contractual Obligation of Company or any of its Subsidiaries; # result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than any Liens created under any of the Note Documents in favor of Collateral Agent, for the benefit of Secured Parties); or # require any approval of stockholders, members or partners or any approval or consent of any Person under any Material Contract or any other material Contractual Obligation of Company or any of its Subsidiaries, except for such approvals or consents that have been obtained on or before the Closing Date and have been disclosed in writing to Purchasers.