Common use of COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC Clause in Contracts

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation of any term of the Certificate of Incorporation or Bylaws, each as amended to date, or in any material respect of any term or provision of any Material Agreement, judgment, decree, order, statute, rule or regulation applicable to the Company in any respect that could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, and the issuance of the Warrants, Shares and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, have not resulted and will not result in any material violation of, or conflict with, or constitute a material default under, the Certificate of Incorporation or Bylaws, as amended, nor any of the Material Agreements, nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation of any term of the its Certificate of Incorporation or Bylaws, each as amended to dateBy-Laws, or in any material respect of any term or provision of any Material Agreementmaterial mortgage, judgmentindebtedness, indenture, contract, agreement, instrument, judgment or decree, and to the best of its knowledge is not in violation of any order, statute, rule or regulation applicable to the Company in any respect that could reasonably be expected to have a Material Adverse Effectwhere such violation would materially and adversely affect the Company. The execution, delivery and performance of and compliance with this Agreement, Agreement and the issuance of the Warrants, Shares and the Common Stock issuable upon conversion of the Shares and upon Holder's exercise of the Warrants, Warrant have not resulted and will not result in any material violation of, or conflict with, or constitute a material default under, the Company's Certificate of Incorporation or Bylaws, as amended, nor By-laws or any of the Material Agreementsits agreements, nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation of any term of the its Certificate of Incorporation or Bylaws, each Bylaws as amended to date, or in any material respect of any term or provision of any Material Agreementmaterial mortgage, indenture, contract, agreement, instrument, judgment, order or decree, order, and is not in violation in any material respect of any statute, rule or regulation applicable to the Company in any respect that could reasonably be expected to have a Material Adverse EffectCompany. The execution, delivery and performance of and compliance with this AgreementAgreement and Amendment No. 1, the effectuation of the Conversion and the issuance of the Warrants, Shares (and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, Shares) have not resulted and will not result in any material violation of, or conflict with, or constitute a material default under, the Certificate of Incorporation or Bylaws, as amended, nor under any of the Material Agreementsforegoing, nor or result in the creation of, of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company; and there is no such violation or default which materially and adversely affects the business of the Company as conducted or any of its properties or assets.