Common use of No Conflicts Clause in Contracts

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do hereby does not and shall will not (i) result in a violation of violate any provision of the Company’s Charter 's Certificate of Incorporation or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under by which any of their respective the Company's properties or assets are bound, or (iviii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of all cases, other than violations pursuant to clauses (ii), i) or (iii) (with respect to federal and (iv)state securities laws) above, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, foreign or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement or to issue and sell consummate the Shares to the Investor Exchange in accordance with the terms hereof (other than any filings filings, consents and approvals which may be required to be made by the Company with the Commission under applicable state and federal securities laws, rules or regulations, or the Trading Market rules of the Nasdaq SmallCap Market, prior to or subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this AgreementClosing).

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of this Agreement its obligations under the Notes and/or the Warrants and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (includingby which it or its properties or assets are bound, without limitationexcept for conflicts or defaults, any listing agreement with which singularly or in the Trading Market)aggregate do not and will not have a Material Adverse Effect, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, except for liens, mortgages, security interests, charges or encumbrances which singularly or in the aggregate do not and will not have a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, exceptexcept for violations, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually which singularly or in the aggregate, do not and will not have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Notes, the Warrants and the Warrant Shares to the Investor in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto or any other Transaction Document); provided, that for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Companysuch Investor’s Charter or Bylawsapplicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iviii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor in accordance with the terms hereof (hereof, other than any filings which as may be required to be made by the Company Financial Industry Regulatory Authority Inc. (“FINRA”); provided, however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the Commission or relevant covenants and agreements of the Trading Market subsequent Company in the Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of this Agreement its obligations under the Notes and/or the Warrants and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (includingby which it or its properties or assets are bound, without limitationexcept for conflicts or defaults, any listing agreement with which singularly or in the Trading Market)aggregate do not and will not have a Material Adverse Effect, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, except for liens, mortgages, security interests, charges or encumbrances which singularly or in the aggregate do not and will not have a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, exceptexcept for violations, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually which singularly or in the aggregate, do not and will not have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Notes, the Warrants, the Conversion Shares to and the Investor Warrant Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto or any other Transaction Document); provided, that for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not hereby and shall thereby will not (i) result in a violation of the Articles of Incorporation, any provision Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company’s Charter Company or Bylaws, the By-laws or (ii) conflict with, or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, deed of trust, indenture, note, bond, license, lease agreement, indebtedness or instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iv) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree decree, including United States federal and state securities laws and regulations and the rules and regulations of the principal securities exchange or trading market on which the Common Stock is traded or listed (the "Principal Market"), applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, . Except as disclosed in the case of clauses (iiSchedule 3(e), (iii) neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences and (iv)Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for such possible conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as that would not, not individually or in the aggregate, aggregate have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Subscription Agreement and as required under the 1933 Act, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization authorization, permit or order of, or make any filing or registration (except the filing of a registration statement) with, any court court, governmental authority or governmental agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under this Agreementunder, or to issue and sell contemplated by, the Shares to the Investor Transaction Documents in accordance with the terms hereof (other than any or thereof. All consents, authorizations, permits, orders, filings and registrations which may be the Company is required to be made obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 3(e), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Company with Principal Market in the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)foreseeable future.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal or state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "SEC") or the Trading Market state securities administrators subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Initial Closing and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset (including federal and state securities laws and regulations and the rules and regulations of the Company Trading Market or any of its Subsidiaries are bound or affectedapplicable Eligible Market), except, in the case of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act, any applicable state securities laws and applicable rules of the Trading Market, the Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by Neither the Company nor the Subsidiary is or with the giving of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a defaultwill be, (i) underin violation of its certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or give rise to other organizational documents, as applicable, (ii) in violation of or in default under any rights of terminationagreement, amendmentlease, acceleration or cancellation ofcontract, any material agreementindenture, mortgage, deed of trust, indentureloan or credit agreement, note, bond, license, lease agreement, or other instrument or obligation to which the Company it is a party or by which it, or any of its Significant Subsidiaries is a party or properties, is bound (includingcollectively, without limitation, any listing agreement with the Trading Market), “Agreements and Instruments”) or (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulationlaw, order, judgment rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of its Subsidiaries any court or by which of any property government, regulatory body or asset of administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary, or any of its Subsidiaries are bound their properties or affectedassets, except, except in the case of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The consummation of the transactions herein contemplated and the fulfillment of the terms thereof do not and will not conflict with or result in (i) a breach of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company is not required under federalor any of its subsidiaries pursuant to, statethe Agreements and Instruments, local (ii) a breach of the certificate of incorporation bylaws or foreign other organizational documents of the Company or (iii) a breach of any law, order, rule or regulation regulation, judgment, order, writ or decree applicable to obtain the Company or any consent, authorization or order of, or make any filing or registration with, Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental agency in order for it body having jurisdiction over the Company or any Subsidiary, or any of their properties or assets. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to executerequire the repurchase, deliver redemption or perform repayment of all or a portion of such indebtedness by the Company or any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)subsidiaries.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, the National Association of Securities Dealers, Inc. (the “NASD”) or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, the NASD Filing under Section 5.1 of this Agreement and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of all cases (other than violations pursuant to clauses (ii), (iiii) and (iv) (to the extent of federal securities law)), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, or the Trading Nasdaq National Market subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance Except as contemplated by the Company Merger Agreement, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution of this Agreement by Parent and Sub and the consummation by the Company Parent and Sub of the transactions contemplated herein do not hereby, and none of the execution and delivery of this Agreement by each of Parent and Sub, the consummation by each of Parent and Sub of the transactions contemplated hereby or compliance by each of Parent and Sub with any of the provisions hereof shall not (i) conflict with or result in any breach of any provision of the respective certificates of incorporation or by-laws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation of any provision of the Company’s Charter or Bylawsbreach of, or constitute (ii) conflict with, constitute a default (with or an event which, with without due notice or lapse of time or both, would become ) a default) under, default (or give rise to any rights right of termination, amendment, acceleration cancellation or cancellation ofacceleration) under, any of the terms, conditions or provisions of any material agreement, mortgage, deed of trust, indenture, note, bond, mortgage, indenture, license, lease agreementlease, contract, agreement or other instrument or obligation to which the Company Parent or any of its Significant Subsidiaries is a party or is bound (including, without limitation, by which any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company them or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, may be bound or (iv) result in a violation of violate any federalorder, statewrit, local or foreign injunction, decree, statute, rule, regulation, order, judgment rule or decree regulation applicable to the Company or Parent, any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound their properties or affectedassets, except, except in the case of clauses (ii), (iii) and (iv)) where the failure to obtain such permits, for authorizations, consents or approvals or to make such conflictsfilings, defaultsor where such violations, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as breaches or defaults would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local materially impair the ability of Parent or foreign law, rule or regulation Sub to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this consummate the transactions contemplated by the Merger Agreement, this Agreement or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)other Ancillary Agreements.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and each Transaction Document and the transactions contemplated hereby, thereby and pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by the Company it of the transactions contemplated herein hereby and thereby to which it is a party do not and shall will not (i) result in a violation of conflict with or violate any provision of the Company’s Charter or Bylawsany Subsidiary’s certificate or articles of association, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give rise to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, mortgagecredit facility, deed of trust, indenture, note, bond, license, lease agreement, debt or other instrument (evidencing a Company or obligation Subsidiary debt or otherwise) or other understanding to which the Company or any of its Significant Subsidiaries Subsidiary is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are Subsidiary is bound or affected, exceptor (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to in: (x) a material adverse effect on the legality, validity or enforceability of this Agreement or any other agreement entered into between the Company and the Investors, (y) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (z) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement or the transactions contemplated under the Prospectus (any of (x), (iiiy) and or (ivz), for such conflictsa “Material Adverse Effect”). As used in this Agreement, defaults“Subsidiary” means all of the direct and indirect subsidiaries of the Company as set forth in the Incorporated Documents. As used in this Section 2(e), terminations, amendments, acceleration, cancellations, “Lien” means liens, charges, encumbrances and violations as would notsecurity interests, individually encumbrances, rights of first refusal, preemptive rights or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)restrictions.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any Governmental Entity applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Entity in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (hereof, other than any filings which as may be required to be by FINRA; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not hereby and shall thereby will not (i) result in a violation of the Articles of Incorporation, any provision Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company’s Charter Company or Bylaws, the By-laws or (ii) conflict with, or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, deed of trust, indenture, note, bond, license, lease agreement, indebtedness or instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iv) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree decree, including United States federal and state securities laws and regulations and the rules and regulations of the principal securities exchange or trading market on which the Common Stock is traded or listed (the “Principal Market”), applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, . Except as disclosed in the case of clauses (iiSchedule 3(e), (iii) neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences and (iv)Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for such possible conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as that would not, not individually or in the aggregate, aggregate have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Subscription Agreement and as required under the 1933 Act, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization authorization, permit or order of, or make any filing or registration (except the filing of a registration statement) with, any court court, governmental authority or governmental agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under this Agreementunder, or to issue and sell contemplated by, the Shares to the Investor Transaction Documents in accordance with the terms hereof (other than any or thereof. All consents, authorizations, permits, orders, filings and registrations which may be the Company is required to be made obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 3(e), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Company with Principal Market in the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)foreseeable future.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby, including without limitation the issuance of the Put Shares, the Restricted Shares and the Blackout Shares, if any, do not and shall will not (ia) result in a violation of any provision of the Company’s Charter Certificate or Bylaws, By-Laws or (iib) conflict with, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation any "lock-up" or similar provision of any underwriting or similar agreement to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (ivc) result in a violation of any federal, state, state or local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of clauses affected (ii), (iii) and (iv), except for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement or to issue and sell the Shares to the Investor Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings which that may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Dateany Closing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or statement that may be filed pursuant to hereto); provided that, for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any Governmental Authority applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Authority in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (hereof, other than any filings which as may be required to be by FINRA; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance of this Agreement, Note and Warrant, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not hereby and shall thereby (including, without limitation, the issuance of the Securities) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws of the Company’s Charter , or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, which with notice or lapse of time or both, would both could become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgagenote, deed evidence of trustindebtedness, indenture, notepatent, bond, license, lease agreement, patent license or instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iviii) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of clauses affected (ii), (iii) and (iv), except for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti- dilution and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would 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 by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court court, governmental agency, regulatory agency, self-regulatory organization or governmental agency stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note, and Warrant, in accordance with the terms hereof or thereof or to issue and sell the Shares Securities in accordance. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the Investor preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in accordance with violation of the terms hereof listing requirements of the Primary Market (other than any filings which may as defined in the Note) and does not reasonably anticipate that the Common Stock will be required to be made delisted by the Primary Market in the foreseeable future. The Company with and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)foregoing.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withresult in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withwith or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant the Company’s Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant the Company’s Subsidiaries under any agreement or any commitment to which the Company or any of its Significant the Company’s Subsidiaries is a party or under by which the Company or any of its Significant the Company’s Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its the Company’s Subsidiaries or by which any property or asset of the Company or any of its the Company’s Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its respective obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, or the Trading Nasdaq National Market subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The Neither (i) the offering and sale by the Selling Unitholder of the Units nor (ii) the execution, delivery and performance by the Company of this Agreement by the BreitBurn Parties and the consummation by the Company of the transactions contemplated herein do not and shall not Selling Unitholder (iA) result in conflict or will conflict with or constitutes or will constitute a violation of any provision the limited liability company agreements and partnership agreements of the Company’s Charter Material BreitBurn Entities, as applicable (collectively referred to herein as the “Organizational Agreements”) and the certificates of limited partnership or Bylawsformation or certificates of incorporation, bylaws and other organizational documents of the Material BreitBurn Entities (together with the Organizational Agreements, the “Organizational Documents”), (iiB) conflict withconstitute or will constitute a breach or violation of, constitute or a default (or an event which, with notice or lapse of time or both, would become constitute such a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreementindenture, mortgage, deed of trust, indenture, note, bond, licenseloan agreement, lease agreement, or other agreement or instrument or obligation to which the Company or any of its Significant Subsidiaries the Material BreitBurn Entities is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or by which any of its Significant Subsidiaries under any agreement them or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties may be bound, (C) violate or assets are boundwill violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body having jurisdiction over any of the Material BreitBurn Entities or any of their properties in a proceeding to which any of them or their property is a party, or (ivD) result or will result in a violation the creation or imposition of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which Lien upon any property or asset assets of any of the Company Material BreitBurn Entities, which breach, violation, default or any of its Subsidiaries are bound or affected, exceptlien, in the case of clauses (iiB), (iiiC) and or (ivD), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, local Effect or foreign law, rule or regulation could reasonably be expected to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it materially impair the ability of either of the BreitBurn Parties to execute, deliver or perform any of its their obligations under this Agreement; provided, however, that no representation or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be warranty is made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)clause (C) as to any applicable securities law.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and (iv)) above, for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Preferred Shares, the Warrants, the Conversion Shares to and the Investor Warrant Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing; provided, including but not limited to a Prospectus Supplement under Sections 1.4 that, for purposes of the representation made in this sentence, the Company is assuming and 5.9 relying upon the accuracy of this Agreement, the relevant representations and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, the Financial Industry Regulatory Authority (the “FINRA”) or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company Investor is a party or by which it or any of its Significant Subsidiaries property or assets is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries are properties or assets is bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter 's Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal and state or securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "Commission") or the Trading Market state securities administrators subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Closing and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement by Seller does not, and will not, (i) violate any provision of its charter or by-laws, (ii) subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any Regulatory Authority to which Seller is subject or any agreement or instrument of Seller, or to which Seller is subject or by which Seller is otherwise bound, which violation, breach, contravention or default referred to in this clause (ii), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect (assuming the receipt of any required third party consents under the Branch Leases, the Equipment Leases and the consummation by the Company Assumed Contracts in respect of the transactions contemplated herein do not and shall not contemplated) or (iiii) violate, conflict with, result in a violation breach of any provision of or the Company’s Charter or Bylaws, (ii) conflict withloss of any benefit under, constitute a default (or an event which, that with notice or lapse of time time, or both, would become constitute a default) under, result in the termination of or give rise to any rights a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the Assets under, any material agreementof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, indenture, note, bond, license, lease agreementlease, agreement or other instrument or obligation to which the Company Seller is a party, or by which it or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are may be bound or affected, exceptwhich breach, in the case conflict, loss of clauses (ii)benefit, (iii) and (iv)termination, for such conflicts, defaults, terminations, amendmentscancellation, acceleration, cancellationsEncumbrance, liens, charges, encumbrances violation or default would materially impact the Assets and violations as Assumed Liabilities or would not, individually materially prevent or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of delay Seller from performing its obligations under this AgreementAgreement in all material respects. Seller has all material licenses, or to issue franchises, permits, certificates of public convenience, orders and sell other authorizations of all federal, state and local governments and governmental authorities necessary for the Shares to lawful conduct of its business at each of the Investor Branches as now conducted in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementall material respects, and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations, are valid and in good standing and, to Seller’s knowledge, are not subject to any registration statementsuspension, prospectus modification or prospectus supplement which has been revocation or may be filed pursuant to this Agreement)proceedings related thereto.

No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant and any other document or instrument contemplated hereby or thereby, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not in any material respect: (i) result in a the violation of any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party where such default or is bound (including, without limitation, any listing agreement with the Trading Market)conflict would constitute a Material Adverse Effect, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundbound which would constitute a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, writ, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affectedaffected where such violation would constitute a Material Adverse Effect, exceptor (v) require any consent of any third-party that has not been obtained pursuant to any material contract to which the Company is subject or to which any of its assets, in operations or management may be subject where the case of clauses (ii), (iii) and (iv), for failure to obtain any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as consent would not, individually or in the aggregate, have constitute a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or to the Warrant, or issue and sell the Shares, the Warrant Shares or the Blackout Shares (except to the Investor extent that the number of Blackout Shares required to be issued exceeds the number of authorized shares of Common Stock under the Certificate) in accordance with the terms hereof and thereof (other than any filings which that may be required to be made by the Company with the Commission Commission, the FINRA/NASDAQ or the Trading Market state securities commissions subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus statement (including any amendment or prospectus supplement thereto) or any other filing or consent which has been or may be filed pursuant to this Agreement, the Registration Rights Agreement or the Warrant); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby do not and shall not (i) result in a violation of any provision of the Company’s 's Charter or Bylaws, (ii) other than any conflicts, defaults or rights that have been waived, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, the Financial Industry Regulatory Authority ("FINRA") or the Trading Market subsequent to the Effective Date, including including, but not limited to to, a Prospectus Supplement under Sections Section 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The Except as set forth on Schedule 3.1(d), the execution, delivery and performance by the Company of this Agreement the Transaction Documents, the issuance and sale of the Securities and the consummation by the Company it of the transactions contemplated herein hereby and thereby to which it is a party do not and shall not will not: (i) result in a violation of conflict with or violate any provision of the Company’s Charter or Bylawsany Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, result in the creation of any Lien (other than the second position Lien in favor of the Purchasers) upon any of the properties or assets of the Company or any Subsidiary, or give rise to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, mortgagecredit facility, deed of trust, indenture, note, bond, license, lease agreement, debt or other instrument (evidencing a Company or obligation Subsidiary debt or otherwise) or other understanding to which the Company or any of its Significant Subsidiaries Subsidiary is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are Subsidiary is bound or affected, exceptor (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually could not have or reasonably be expected to result in the aggregate, have a Material Adverse Effect. The Except as set forth on Schedule 3.1(d), neither the Company is not required under federalnor any Subsidiary needs to give notice to, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, or obtain any court authorization, consent, or approval of any Person or governmental agency authority in order for it the parties hereto to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Agreement or the Trading Market subsequent transactions contemplated hereby, except where failure to the Effective Date, including but do so could not limited have or reasonably be expected to result in a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)Material Adverse Effect.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with by which the Trading Market)Company’s respective properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under by which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and or (iv)) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state, foreign or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Transaction Documents or to issue and sell the Shares to the Investor in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the “Commission”) and/or FINRA prior to or the Trading Market subsequent to the Effective DateClosing, including but not limited or state securities administrators subsequent to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementthe Closing, and or any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to this Agreementhereto or thereto).

No Conflicts. The Except as set forth on Schedule 2.1(e) hereto, the execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of this Agreement its obligations thereunder and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and (iv)) above, for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Preferred Shares, the Warrants, the Conversion Shares to and the Investor Warrant Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto, and the Certificate of Designation); provided that, for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance by the Company and the Assignor of the Transaction Documents to which it is a party, the assignment of the Warrants, the Notice of Exercise and the rights thereunder to the Assignees, the issuance and sale of the Warrant Shares to the Assignees pursuant to the Warrants, the Notice of Exercise and this Agreement and the consummation by the Company and the Assignor of the transactions contemplated herein hereby and thereby to which it is a party do not and shall will not (ia) result in a violation of conflict with or violate any provision of the Company's or any Subsidiary's or the Assignor’s Charter certificate or Bylawsarticles of incorporation, bylaws or other organizational or charter documents, or (iib) conflict with, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary or the Assignor, or give rise to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, mortgagecredit facility, deed of trust, indenture, note, bond, license, lease agreement, debt or other instrument (evidencing a Company or obligation Subsidiary or Assignor debt or otherwise) or other understanding to which the Company or any of its Significant Subsidiaries Subsidiary or the Assignor is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are Subsidiary or the Assignor is bound or affected, exceptor (c) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Subsidiary or the Assignor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary or the Assignor is bound or affected; except in the case of clauses clause (ii)b) with respect to the Company, (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually could not have or reasonably be expected to result in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation Material Contract to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset (including federal and state securities laws and regulations and the rules and regulations of the Company or any of its Subsidiaries are bound or affectedPrincipal Market), except, in the case of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectEffect or that have been waived. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act, any applicable state securities laws and applicable rules of the Principal Market, the Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement, and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company Investor is a party or by which it or any of its Significant Subsidiaries is a party property or is bound (including, without limitation, any listing agreement with the Trading Market)assets are bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The Assuming that all consents, approvals, authorizations and other actions set forth in Section 3.1(f) of the Disclosure Schedule have been obtained and all filings and notifications listed in Section 3.1(e) of the Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, the execution, delivery and performance by the Company of this Agreement and the consummation other Transaction Documents by the Company of the transactions contemplated herein do not and shall will not (i) violate, conflict with or result in a violation the breach of any provision of the Company’s Charter articles of incorporation or Bylawsby-laws (or similar organizational documents) of the Company or the Subsidiary, (ii) conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to the Company, any Subsidiary or any of their assets, properties or businesses, or (iii) except as set forth in Section 3.1(e)(iii) of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or an event which, which with the giving of notice or lapse of time time, or both, would become a default) under, require any consent under, or give rise to others any rights of termination, amendment, acceleration acceleration, suspension, revocation or cancellation of, or result in the creation of any material agreement, mortgage, deed Encumbrance on any of trust, indenture, the Securities or any of the assets or properties of the Company or any Subsidiary pursuant to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, lease agreementpermit, franchise or other instrument or obligation arrangement to which the Company or any of its Significant Subsidiaries Subsidiary is a party or is bound (including, without limitation, by which any listing agreement with of the Trading Market), (iii) create Securities or impose a lien, charge any of the assets or encumbrance on any property properties of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Subsidiary is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses clause (iic), (iii) and (iv), for to the extent that such conflicts, defaultsbreaches, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as defaults or other matters would not, individually or in not (i) adversely affect the aggregate, have a Material Adverse Effect. The ability of the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of carry out its obligations under under, and to consummate the transactions contemplated by, this Agreement, Agreement and the other Transaction Documents or to issue and sell (ii) adversely affect the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by ability of the Company with and the Commission or the Trading Market subsequent Subsidiaries to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)conduct its business.

No Conflicts. The execution, delivery and performance by Neither the Company execution of this Agreement and the other Transaction Documents to which it is a party, the issue and sale of the Securities nor the consummation by the Company of any other of the transactions contemplated herein do not and shall not (i) or in the other Transaction Documents nor the fulfillment of the terms of the Securities hereof will conflict with, result in a breach or violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute result in a default (or an event which, with notice or lapse of time or both, would become a default) under, under or give rise to others any rights right of termination, amendment, acceleration or cancellation of(with or without notice, lapse of time or both), or imposition of any material agreementlien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, indenture, note, bond, license, lease note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument or obligation to which the Company or any of its Significant Subsidiaries subsidiaries is a party or bound or to which its or their property is bound (includingsubject, without limitation, any listing agreement with the Trading Market), or (iii) create or impose a lienany statute, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, orderjudgment, judgment order or decree applicable to the Company or any of its Subsidiaries subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or by which any property or asset of other authority having jurisdiction over the Company or any of its Subsidiaries are bound subsidiaries or affectedany of its or their properties, except, except in the case of clauses (ii), ) and (iii) and (iv), for such conflicts, defaultsbreaches or violations and impositions of any lien, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as charge or encumbrance that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Neither the Company nor, to its knowledge, any other party is not required under federalin violation, statebreach or default of any agreement that has resulted in or could reasonably be expected to result in a Material Adverse Effect. Each approval, local or foreign law, rule or regulation to obtain any consent, authorization order, authorization, designation, declaration or order offiling by or with any regulatory, administrative or make any filing or registration with, any court or other governmental agency body necessary in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance connection with the terms hereof (other than any filings which may be required to be made execution and delivery by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Agreement and any registration statement, prospectus or prospectus supplement which the performance of the Company of the transactions herein contemplated has been obtained or may be filed pursuant to this Agreement)made and is in full force and effect.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby and the issuance of the Securities do not and shall will not (i) result in a violation of any provision of the Company’s 's Charter or Bylaws, By-Laws or (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, notepatent, bond, license, lease agreement, patent license or instrument or obligation to which the Company or any of its Significant Subsidiaries subsidiaries is a party or is bound (includingcollectively, without limitation, any listing agreement with the Trading Market"Company Agreements"), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iviii) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are subsidiaries is bound or affected, except, except (other than in the case of clauses clause (ii), (iiii) and (iv), for above) where such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as violation would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The business of the Company and its direct and indirect subsidiaries is being conducted in material compliance with (i) its Charter and By-Laws, (ii) all Company Agreements and (iii) all applicable laws, ordinances or regulations of any governmental entity, except (other than in the case of clause (i) above) where such violation would not reasonably be expected to have a Material Adverse Effect. Except for filings, consents and approvals required under applicable state and federal securities laws, rules or regulations, or the rules and regulations of the Approved Markets and covered by the Registration Rights Agreement, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Shares to Securities, except for the Investor registration provisions provided in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal and state or securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "Commission") or the Trading Market state securities administrators subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Closing and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Company it of the transactions contemplated herein hereby and thereby do not and shall will not (i) result in a violation of conflict with or violate any provision of the Company’s Charter or Bylawsany Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give rise to others any rights of termination, amendment, anti-dilution or similar adjustments (except as described in the SEC Reports), acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, mortgagecredit facility, deed of trust, indenture, note, bond, license, lease agreement, debt or other instrument (evidencing a Company or obligation Subsidiary Indebtedness or otherwise) or other understanding to which the Company or any of its Significant Subsidiaries Subsidiary is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are Subsidiary is bound or affected, exceptunless a waiver has been obtained, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or any international, national, state or local regulatory or administrative agencies or bodies (governmental or otherwise, and including any maritime regulatory bodies, collectively, “Governmental Authorities”) to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually could not have or reasonably be expected to result in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency and in order each case accounting for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made waivers granted by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)Company’s contractual counterparties.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation other instruments and documents contemplated hereby by the Company of the transactions contemplated herein do not Seller does not, and shall not will not, (i) violate any provision of its charter or by-laws, (ii) subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any Regulatory Authority to which Seller is subject or any agreement or instrument of Seller, or to which Seller is subject or by which Seller is otherwise bound, which violation, breach, contravention or default referred to in this clause (ii), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iii) assuming the receipt of any required third party consents under the Branch Leases, violate, conflict with, result in a violation breach of any provision of or the Company’s Charter or Bylaws, (ii) conflict withloss of any benefit under, constitute a default (or an event which, that with notice or lapse of time time, or both, would become constitute a default) under, result in the termination of or give rise to any rights a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the Assets under, any material agreementof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, indenture, note, bond, license, lease agreementlease, agreement or other instrument or obligation to which the Company Seller is a party, or by which it or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are may be bound or affected, exceptwhich breach, in the case conflict, loss of clauses (ii)benefit, (iii) and (iv)termination, for such conflicts, defaults, terminations, amendmentscancellation, acceleration, cancellationsEncumbrance, liens, charges, encumbrances violation or default would materially impact the Assets and violations as Assumed Liabilities or would not, individually materially prevent or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of delay Seller from performing its obligations under this AgreementAgreement in all material respects. Seller has all material licenses, or to issue franchises, permits, certificates of public convenience, orders and sell other authorizations of all federal, state and local governments and governmental authorities necessary for the Shares to lawful conduct of its business at each of the Investor Branches as now conducted in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementall material respects, and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations, are valid and in good standing and, to Seller’s knowledge, are not subject to any registration statementsuspension, prospectus modification or prospectus supplement which has been revocation or may be filed pursuant to this Agreement)proceedings related thereto.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein therein do not and shall not (i) result in a violation of violate any provision of the Company’s Charter 's Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, or the Trading Market Nasdaq subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with by which the Trading Market)Company’s respective properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under by which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and or (iv)) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state, foreign or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Transaction Documents or to issue and sell the Shares to the Investor Securities in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the “Commission”) and/or FINRA prior to or the Trading Market subsequent to the Effective DateClosing, including but not limited or state securities administrators subsequent to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementthe Closing, and or any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to this Agreementhereto or thereto).

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withresult in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or to which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment regulation or decree Order applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order Order of, or make any filing or registration with, any court or governmental agency Governmental Entity (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party (except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, Orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal or state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission SEC or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, state securities administrators and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided, however, that for purpose of the representations made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of this Agreement its obligations under the Notes and/or the Warrants and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (includingby which it or its properties or assets are bound, without limitationexcept for conflicts or defaults, any listing agreement with which singularly or in the Trading Market)aggregate do not and will not have a Material Adverse Effect, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, except for liens, mortgages, security interests, charges or encumbrances which singularly or in the aggregate do not and will not have a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, exceptexcept for violations, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually which singularly or in the aggregate, do not and will not have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Notes, the Warrants and the Warrant Shares to the Investor in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto or any other Transaction Document); provided , that for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, order, judgment or decree any Order of any Governmental Entity applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order Order of, or make any filing or registration with, any court or governmental agency Governmental Entity in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (hereof, other than any filings which as may be required to be by FINRA; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or to which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of any Trading Market or OTC Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, the Financial Industry Regulatory Authority (“FINRA”) or the any Trading Market or OTC Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreementdate hereof).

No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant and any other document or instrument contemplated hereby or thereby, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not in any material respect: (i) result in a the violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party and that has not been waived where such default or is bound (including, without limitation, any listing agreement with the Trading Market)conflict would constitute a Material Adverse Effect, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundbound which would constitute a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, writ, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affectedaffected where such violation would constitute a Material Adverse Effect, exceptor (v) require any consent of any third-party that has not been obtained pursuant to any material contract to which the Company is subject or to which any of its assets, in operations or management may be subject where the case of clauses (ii), (iii) and (iv), for failure to obtain any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as consent would not, individually or in the aggregate, have constitute a Material Adverse Effect. The Company is not required under applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or to the Warrant, or issue and sell the Shares, the Warrant Shares or the Blackout Shares (except to the Investor extent that the number of Blackout Shares required to be issued exceeds the number of authorized shares of Common Stock under the Charter) in accordance with the terms hereof and thereof (other than any required filings which may be required to be made by that the Company is permitted to make with the Commission Commission, the FINRA/NASDAQ or the Trading Market state securities commissions subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus statement (including any amendment or prospectus supplement thereto) or any other filing or consent which has been or may be filed pursuant to this Agreement, the Registration Rights Agreement or the Warrant); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein.

No Conflicts. The executionNeither the execution and delivery of this Agreement by Buyer and Buyer Subsidiary nor the consummation by Buyer and Buyer Subsidiary of the transactions contemplated hereby, delivery will (a) conflict with or result in a breach of the charter, bylaws, or similar organizational documents, as currently in effect, of Buyer or any of its Subsidiaries, (b) except for (i) compliance with the Securities Act and performance by the Company Exchange Act, including the filing with, and to the extent applicable, the declaration of effectiveness by, the SEC of the Joint Proxy Statement and the Registration Statement (each defined in Section 7.01(b)) and such reports and other filings under the Securities Act or Exchange Act as may be required in connection with this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylawshereby, (ii) conflict the filing of such documents with, constitute a default and the qualification with, the various stock securities authorities under the Blue Sky Laws (or an event whichdefined in Section 7.01(b)), if any, that are required in connection with notice or lapse the transactions contemplated by this Agreement, and (iii) the filing of time or boththe Articles of Merger with the Secretary of State of the State of Minnesota, would become a default) underrequire any filing with, or give rise to any rights of termination, amendment, acceleration consent or cancellation approval of, any material agreementgovernmental, mortgage, deed administrative or regulatory body or authority having jurisdiction over any of trust, indenture, note, bond, license, lease agreement, instrument the business or obligation to which the Company assets of Buyer or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)Subsidiaries, (iiic) create or impose a lienviolate any statute, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundlaw, or (iv) result in a violation of any federalordinance, statepermit, local or foreign statutelicense, rule, regulation, order, judgment or decree regulation applicable to the Company Buyer or any of its Subsidiaries or by which any property injunction, judgment, order, writ, decision or asset of the Company decree applicable to Buyer or any of its Subsidiaries are bound or affectedtheir respective properties or assets, or (d) result in a breach of, or constitute a default or an event that, with or without the passage of time or the giving of notice, or both, would constitute a default, give rise to a right of termination, cancellation, or acceleration, create any entitlement of any third party to any material payment or benefit, require notice to, or the consent of, any third party, or result in the creation of any lien on the assets of Buyer or any of its Subsidiaries under, any Buyer Material Contract (defined in Section 4.10), except, in the case of clauses (iib), (iii) c), and (ivd), for where such conflictsviolation, defaultsbreach, terminationsdefault, amendmentstermination, cancellation, acceleration, cancellationspayment, liensbenefit, chargesor lien, encumbrances and violations as or the failure to make such filing, give such notice, or obtain such consent or approval, would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The None of (A) the offering, issuance or sale by the Partnership of the Units and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Final Prospectus or (B) the execution, delivery and performance by the Company of this Agreement and by the Partnership Parties that are parties hereto or (C) the consummation by the Company of the transactions contemplated herein do not and shall not by this Agreement (i) result in conflicts with or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any provision of the Company’s Charter or BylawsCovered Partnership Entities, (ii) conflicts or will conflict withwith or constitutes or will constitute a breach or violation of, constitute or a default (or an event whichthat, with notice or lapse of time or both, would become constitute such a default) underunder any agreement or other instrument filed as an exhibit to the Registration Statement or any Incorporated Document that is governed by the laws of the States of Texas, Delaware or New York, (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, the laws of the State of Texas, or give rise to federal law, (iv) violates or will violate any rights order, judgment, decree or injunction of terminationany court or governmental agency or other authority of or with any court, amendmentgovernmental agency or body of the States of Delaware or Texas, acceleration or cancellation of, the United States of America having jurisdiction over any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company Partnership Entities or any of its Significant Subsidiaries their properties or assets in a proceeding to which any of them or their property is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iiiv) create results or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) will result in a violation the creation or imposition of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which Lien upon any property or asset assets of any of the Company Partnership Entities, which conflicts, breaches, violations, defaults or any of its Subsidiaries are bound or affected, exceptLiens, in the case of clauses (ii), (iii) and ), (iv) or (v), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local Effect or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform materially impair the ability of any of its obligations under the Partnership Entities to consummate the transactions provided for in this Agreement; provided, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may however, that no opinion need be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed expressed pursuant to this Agreement)paragraph with respect to federal or state securities laws and other anti-fraud laws.

No Conflicts. The Except as set forth on Schedule 2.1(e) hereto, the execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of this Agreement its obligations under the Certificate of Designation and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and (iv)) above, for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Preferred Shares, the Warrants, the Conversion Shares to and the Investor Warrant Shares in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto, and the Certificate of Designation); provided that, for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with and the Commission or Operating Partnership in the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, execution and delivery of the Transaction Documents by the Company and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein its obligations thereunder do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter or BylawsBy-laws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) except as may be contemplated by the Merger Agreement, create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, bound or (iv) result in a violation of any federal, state, state or local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries Merger Sub or by which any property or asset of the Company or any of its Subsidiaries are Merger Sub is bound or affected, except, in the case of clauses (ii), (iii) and (iv), except for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for violations, if any, which in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Shares to the Investor shares of New Common Stock in accordance with the terms hereof or thereof (other than (i) any consent, authorization or order that has been obtained as of the date hereof, (ii) any filing or registration that has been made as of the date hereof or (iii) any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing; provided, including but not limited to a Prospectus Supplement under Sections 1.4 that, for purposes of the representation and 5.9 warranty made in this sentence, the Company is assuming and relying upon the accuracy of this Agreementthe relevant representations, warranties and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)agreements of Purchaser made herein.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall does not (i) result in a violation of violate any provision of the Company’s Charter 's Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementhereof, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreementhereto).

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s 's Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal or state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission SEC or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, state securities administrators and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided, however, that for purpose of the representations made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby do not and shall will not (i) result in a violation of any provision of the Company’s Charter 's Certificate of Incorporation or Bylaws, By-Laws or (ii) conflict with, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgageindenture or instrument, deed or any "lock-up" or similar provision of trust, indenture, note, bond, license, lease agreement, instrument any underwriting or obligation similar agreement to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iviii) result in a violation of any federal, state, state or local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any material property or asset of the Company or any of its Subsidiaries are is bound or affected, exceptnor is the Company otherwise in violation of, conflict with or default under any of the foregoing (except in the each case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would notnot have, individually or in the aggregate, a Material Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate would not have a Material Adverse Effect. The Company is not required under federalany Federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement or to issue and sell the Shares to Common Stock or the Investor Warrant in accordance with the terms hereof (other than any SEC, Nasdaq, Boston Stock Exchange or state securities filings which that may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Closing and any registration statementshareholder approval required by the rules applicable to companies whose common stock trades on the Nasdaq SmallCap Market); provided that, prospectus or prospectus supplement which has been or may be filed pursuant to for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The executionExcept as disclosed in writing by Sunrise to LIN in a disclosure letter (the "Sunrise Disclosure Letter") and subject to receipt of the Sunrise Stockholders Approval, the execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the transactions contemplated herein do not hereby and shall not compliance with the provisions hereof will not, (i) result in a violation conflict with the Certificate of Incorporation or Bylaws of Sunrise or the comparable documents of any provision of the Company’s Charter or BylawsSunrise Significant Subsidiary, (ii) subject to the governmental filings and other matters referred to in Section 3.4, conflict with, constitute result in a breach of or default (with or an event whichwithout notice, with notice or lapse of time time, or both, would become a default) under, or give rise to any rights a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofloss of a material benefit under, or require the consent of any person under, any material indenture, loan or credit agreement, mortgage, deed of trust, indenture, note, bondor bond or other agreement, permit, concession, franchise, license, lease agreement, or similar instrument or obligation undertaking to which Sunrise or any Sunrise Significant Subsidiary is a party or by which Sunrise or any Sunrise Significant Subsidiary or any of their respective assets or properties is bound or affected, (iii) result in an obligation by Sunrise, the Company Surviving Corporation, LIN, or any of their respective subsidiaries to redeem, repurchase, or retire (or offer to redeem, repurchase, or retire) any indebtedness of Sunrise or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property subsidiaries outstanding as of the Company date hereof or equity security of Sunrise or any of its Significant Subsidiaries under any agreement or any commitment to which subsidiaries outstanding as of the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bounddate hereof, or (iv) result subject to the governmental filings and other matters referred to in a violation Section 3.4, contravene any domestic or foreign law, statute, constitution, treaty, ordinance, rule, or regulation ("Law"), or any order, judgment, decree, writ, award, or injunction ("Order") of any federal, state, local or foreign statutecourt, ruletribunal, regulationarbitrator or governmental, orderadministrative or regulatory agency, judgment authority or decree applicable to the Company body or any of its Subsidiaries instrumentality or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedpolitical subdivision thereof ("Governmental Entity") currently in effect, except, in the case cases of the foregoing clauses (ii), (iii) and through (iv), for such conflicts, breaches, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would notor other consequences that, individually or in the aggregate, could not reasonably be expected to have a Sunrise Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Effect or to issue and sell materially hinder Sunrise's ability to consummate the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)transactions contemplated hereby.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement Company, and the consummation by the Company of the transactions contemplated herein by the Transaction Documents do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its the Subsidiaries or by which any property or asset of the Company or any of its the Subsidiaries are bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and (iv)) above, for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and the Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Notes, Warrants and Warrant Shares to the Investor in accordance with the terms hereof of the Transaction Documents (other than any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective DateClosing); provided that, including but not limited to a Prospectus Supplement under Sections 1.4 for purposes of the representation made in this sentence, the Company is assuming and 5.9 relying upon the accuracy of the relevant representations and agreements of the Purchasers in this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withwith or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The Assuming compliance with the matters referred to in Section 3.4 below, except as set forth in Schedule 3.3, the execution, delivery and performance by the Company Seller of this Agreement and the consummation by the Company of the transactions contemplated herein hereby do not and shall will not (i) conflict with, result in a any breach or violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withof, constitute a default under (or an event which, that with the giving of notice or the lapse of time or bothboth would constitute a default under) (a) the certificate of incorporation, would become a default) underbylaws or other charter or organizational documents of the Seller, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)Subsidiaries, (iiib) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment material Contract to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundthe Seller, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries is a party or by or to which any property of them or asset of their assets or Properties (including the Company or any of its Subsidiaries are Shares) may be bound or affectedsubject, exceptor (c) any applicable order, writ, judgment, injunction, award, decree, law, statute, ordinance, rule or regulation, other than, in the case of clauses each of (ii), (iiib) and (ivc), for any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as items that would notnot be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. The Company Effect or a material adverse effect on the ability of the Seller to execute and deliver this Agreement, to perform its obligations hereunder or to consummate the transactions contemplated hereby; provided, however, that no representation is not required under federalmade in this Section 3.3 regarding any conflict, statebreach, local violation or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency default which may arise as a result of the change in order for it to execute, deliver or perform control of any of its obligations the International Companies caused by the purchase of such International Company by the Purchaser under the applicable International Agreement unless such conflict, breach, violation or default would also have arisen if the Purchaser had indirectly acquired beneficial ownership of such International Company under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not not, and shall not will not, (i) result in a violation of conflict with or violate any provision of the Company’s Charter or Bylawsany Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, mortgagecredit facility, deed of trust, indenture, note, bond, license, lease agreement, debt or other instrument (evidencing a Company or obligation Subsidiary debt or otherwise) or other understanding to which the Company or any of its Significant Subsidiaries Subsidiary is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any Subsidiary is bound, or affected, except to the extent that such conflict, default, termination, amendment, acceleration or cancellation right (A) could not reasonably be expected to have a Material Adverse Effect or (B) is waived pre-Closing, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its Subsidiaries securities are subject), or by which any property or asset of the Company or a Subsidiary is bound or affected, except, in except to the case of clauses (ii), (iii) and (iv), for extent that such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, violation could not reasonably be expected to have a Material Adverse Effect. The Company is not required under federalCommon Shares are duly authorized and, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order when issued and paid for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may Transaction Documents, will be required duly and validly issued, fully paid and nonassessable, free and clear of all Liens and shall not be subject to be made by the Company with the Commission preemptive or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 similar rights of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)stockholders.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not hereby (including, without limitation, the issuance, the reservation for issuance and shall the delivery of the Securities and the provision to the Purchaser of the rights contemplated by the Transaction Documents) will not (ia) result in a violation of the certificate of incorporation, as amended, the by-laws, as amended, or any equivalent organizational document of the Company or any Subsidiary (the “Charter Documents”) or require the approval of the Company’s stockholders, (b) violate, conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture, instrument or other contract to which the Company or any Subsidiary is a party, (c) result in a violation of any provision law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, (d) result in a violation of or require stockholder approval under any rule or regulation of the OTCQB, or (e) result in the creation of any Encumbrance upon any of the Company’s or any of its Subsidiary’s assets. Neither the Company nor any Subsidiary is (i) in violation of its Charter or BylawsDocuments, (ii) conflict with, constitute a in default (or an and no event has occurred which, with notice or lapse of time or both, would become a cause the Company or any Subsidiary to be in default) under, nor has there occurred any event giving others (with notice or give rise to lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, indenture or instrument or obligation to which the Company or any of its Significant Subsidiaries Subsidiary is a party to, nor has the Company or any Subsidiary received written notice of a claim that it is bound (includingin default under, without limitationor that it is in violation of, any listing agreement with the Trading MarketMaterial Contract (whether or not such default or violation has been waived), (iii) create in violation of, or impose in receipt of written notice that it is in violation of, any law, ordinance or regulation of any Governmental Entity, except where the violation would not result in a lienMaterial Adverse Effect, charge or encumbrance on and (iv) in violation of any property order of any Governmental Entity having jurisdictional over the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company Subsidiary or any of its Significant Subsidiaries is a party or under which the Company Company’s or any of its Significant Subsidiaries is bound or under which any of their respective Subsidiary’s properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)assets.

No Conflicts. The execution, delivery and performance of this Agreement (including all Exhibits annexed hereto) by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby, including without limitation the issuance of the Securities, do not and shall will not (i) result in a violation of any provision the Articles of the Company’s Charter Incorporation or Bylaws, ByLaws or (ii) conflict with, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgagepatent, deed of trustpatent license, indenture, note, bond, license, lease agreement, instrument or obligation any "lock-up" or similar provision of any underwriting or similar agreement to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iviii) result in a violation of any federal, state, state or local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, exceptnor is the Company otherwise in violation of, in conflict with, or in default under, any of the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations foregoing except as would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate would not reasonably be expected to have a Material Adverse Effect. The Except for the filing of a Form D within 15 days after the Closing Date (which the Company agrees it will file), and such other form(s) required by "blue sky" laws, the Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement or to issue and sell the Shares to the Investor Note, or Warrant, in accordance with the terms hereof (other than any filings which may be required to be hereof; provided that, for purposes of the representation made by in this sentence, the Company with is assuming and relying upon the Commission or accuracy of the Trading Market subsequent to relevant representations and agreements of the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)Investor herein.

No Conflicts. The execution, delivery and performance by Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its respective Articles of Incorporation or other organizational document, or its Code of Regulations or bylaws, as the case may be (the “Code of Regulations”), or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties may be bound, where such defaults in the aggregate would have a Material Adverse Effect; and the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated herein do have been duly authorized by all necessary corporate action, and compliance by the Company with its obligations hereunder will not and shall not (i) result in a violation of any provision of the Company’s Charter conflict with or Bylaws, (ii) conflict with, constitute a breach of, or default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to result in the creation or imposition of any rights lien, charge or encumbrance upon any properties or assets of termination, amendment, acceleration the Company or cancellation ofits Significant Subsidiaries pursuant to, any material agreementcontract, indenture, mortgage, deed of trust, indentureloan agreement, note, bond, license, lease agreement, or other instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is by which it may be bound (including, without limitation, or to which any listing agreement with of the Trading Market), (iii) create properties or impose a lien, charge or encumbrance on any property assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundsubject, or (iv) nor will such action result in a any violation of any federalthe provisions of the Articles of Incorporation or Code of Regulations or, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset best of the Company or Company’s knowledge, any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule administrative regulation or regulation to obtain any administrative or court order or decree; and no consent, approval, authorization or order of, or make any filing or registration with, of any court or governmental authority or agency in order is required for it to execute, deliver or perform any the consummation by the Company of its obligations under the transactions contemplated by this Agreement, except such as has been obtained or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which as may be required to be made by under the Company Securities Act, the Exchange Act, state securities or blue sky laws or real estate syndication laws in connection with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)transactions contemplated hereby.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the issuance and sale of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and compliance by the Company with the terms thereof and the consummation by the Company of the transactions contemplated herein do not by the Transaction Documents or the Time of Sale Information and shall the Offering Memorandum will not (i) conflict with or result in a breach or violation of any provision of the Company’s Charter terms or Bylawsprovisions of, (ii) 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 rise to any rights of result in the termination, amendment, modification or acceleration or cancellation of, or result in the creation or imposition of any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on upon any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundproperty, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property right or asset of the Company or any of its Subsidiaries are pursuant to, any indenture, hypothec, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affectedto which any property, right or asset of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the notice of articles, articles, charter or by-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii), i) and (iii) and (iv)above, for any such conflictsconflict, defaultsbreach, terminationsviolation, amendmentsdefault, accelerationlien, cancellations, liens, charges, encumbrances and violations as charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required Except as disclosed in the Time of Sale Information and the Offering Memorandum, under federalcurrent laws and regulations of Canada and any political subdivision thereof, stateall interest, local principal, premium, if any, and other payments due or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell made on the Shares to the Investor in accordance with the terms hereof (other than any filings which Securities may be required to be made paid by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)holder thereof in U.S. dollars.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Companysuch Investor’s Charter or Bylawsapplicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company Investor is a party or by which it or any of its Significant Subsidiaries properties or assets is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance Encumbrance on any property or asset of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor in accordance with the terms hereof (hereof, other than any filings which as may be required to be made by the Company Financial Industry Regulatory Authority Inc. (“FINRA”); provided, however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the Commission or relevant covenants and agreements of the Trading Market subsequent Company in the Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withwith or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of the Transaction Documents and the Exchange Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Certificate or BylawsBylaws or any Subsidiary's comparable charter documents, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with by which the Trading Market)Company's properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Subsidiary is a party or under by which the Company or any of its Significant Subsidiaries Subsidiary is bound or under by which any of their respective properties or assets are boundbound (in each case, after giving effect to the Exchange), or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries Subsidiary or by which any property or asset of the Company or any of its Subsidiaries are Subsidiary is bound or affectedaffected (in each case, after giving effect to the Exchange), except, in the case of clauses (ii), (iiii) above and in all cases other than violations pursuant to clause (iv)) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations, which singularly or in the aggregate, do not and will not have a Material Adverse Effect. The Company is not required under federal, state, foreign or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Exchange Documents or to the Transaction Documents or issue and sell the Shares, the Conversion Shares, the Warrants or the Warrant Shares to the Investor in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "COMMISSION") or the Trading Market state securities administrators subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and or any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to this Agreementhereto or thereto).

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission Commission, the Financial Industry Regulatory Authority (the “FINRA”) or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, the FINRA Filing under Section 5.1 of this Agreement and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any Governmental Authority applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Authority in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The executionExcept for filings, authorizations, consents and approvals as may be required under the Exchange Act and the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal Governmental Entity is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (ii) none of the execution and delivery and performance by the Company of this Agreement and the Merger Agreement by Parent, nor the consummation by the Company of the transactions contemplated herein do not hereby and shall not thereby, nor compliance by Parent with any of the terms or provisions of this Agreement and the Merger Agreement will (iA) violate any provision of the Parent Charter or the Parent Bylaws, (B) violate any Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to Parent, any of the Parent Subsidiaries or any of their respective properties or assets, or (C) violate, conflict with, result in a violation breach of any provision of or the Company’s Charter or Bylaws, (ii) conflict withloss of any benefit under, constitute a default (or an event which, with notice or lapse of time time, or both, would become constitute a default) under, result in the termination of or give rise to any rights a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or result in the creation of any material agreementLien upon any of the respective properties or assets of Parent or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, indenture, note, bond, license, lease agreementlease, agreement or other instrument or obligation to which the Company Parent or any of its Significant the Parent Subsidiaries is a party party, or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create by which they or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are may be bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby and the issuance of the Purchase Shares do not and shall will not (i) result in a violation of any provision of the Company’s 's Charter or BylawsBy-Laws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, notepatent, bond, license, lease agreement, patent license or instrument or obligation to which the Company or any of its Significant Subsidiaries subsidiaries is a party or is bound (includingcollectively, without limitation, any listing agreement with the Trading Market"COMPANY AGREEMENTS"), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are subsidiaries is bound or affected, exceptor (iv) conflict with, constitute a default under, or result in a violation of any rule or regulation of, or any agreement with, a self-regulatory authority, except (other than in the case of clauses clause (ii), (iiii) and (iv), for above) where such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as violation would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The business of the Company and its direct and indirect subsidiaries is being conducted in material compliance with (i) its Charter and By-Laws, (ii) all Company Agreements, and (iii) all applicable laws, ordinances or regulations of any Governmental Authority, except (other than in the case of clause (i) above) where such violation would not reasonably be expected to have a Material Adverse Effect. Except as set forth on SCHEDULE 2.5, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Shares to Securities, except for the Investor registration provisions provided in accordance the Registration Rights Agreement being entered into with the terms hereof Purchase concurrently with this Agreement (other than any filings which may be required to be made by the Company with "Registration Rights Agreement") and the Commission or requirements, of the Trading Market subsequent to the Effective DateNasdaq Stock Market, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).Inc.

No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter 's Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)party, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree (including any federal and state or securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv)all cases, for such conflicts, defaults, terminationstermination, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under any federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "Commission") or the Trading Market state securities administrators subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, Closing and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purpose of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or BylawsBylaws or any Subsidiary's comparable charter documents, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, by which the Company or any listing agreement with the Trading Market)of its Subsidiaries' respective properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under by which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iii) and or (iv)) (with respect to federal and state securities laws) or clause (i) above, for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is required under federal, state, foreign or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Transaction Documents or to issue and sell the Shares to the Investor Securities in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Securities and Exchange Commission (the "Commission") prior to or the Trading Market subsequent to the Effective DateClosing, including but not limited or state securities administrators prior to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementor subsequent to the Closing, and or any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to this Agreementhereto or thereto).

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions purchase or acquisition of Shares contemplated herein hereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iviii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iviii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into this Agreement and the Registration Rights Agreement and to purchase or acquire the Shares in accordance with the terms hereof. The Company Investor is not required under any applicable federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor in accordance with the terms hereof (hereof, other than any filings which as may be required to be by FINRA; provided, however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the representations and warranties of the Company and the compliance by the Company with the Commission or conditions, covenants and agreements of the Trading Market subsequent to Company in the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)Transaction Documents.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision such Investor’s certificate of the Company’s Charter formation, limited liability company agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company Investor is a party or by which it or any of its Significant Subsidiaries is a party property or is bound (including, without limitation, any listing agreement with the Trading Market)assets are bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase or acquire the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or BylawsOrganizational Documents, (ii) conflict withresult in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement (including, without limitation, the Stockholder Approval) or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been, or will be, obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, Neither the execution and delivery and performance by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated herein do not and shall not (i) result in a violation of any provision by this Agreement will conflict with or constitute on the part of the Company’s Charter Company a breach of or Bylaws, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give rise to any rights right of termination, amendment, cancellation or acceleration under (a) its certificate of incorporation, as amended, including the certificates of designation of any preferred stock of the Company; (b) its by-laws, as amended; (c) any loan or cancellation of, any material credit agreement, mortgage, deed of trust, indenture, note, bond, mortgage, indenture, lease, permit, concession, franchise, license, lease agreementcontract, instrument agreement or other instrument, arrangement, understanding or obligation to which the Company or any of its Significant Subsidiaries subsidiaries is a party or is bound (including, without limitation, by which any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company them or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are may be bound; or (d) the Delaware General Corporation Law (the “DGCL”), or (iv) result in a violation of any other federal, statestate or local law, local or foreign statute, ordinance, rule, regulationregulation or any decree, orderwrit, injunction, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, from any court or governmental agency or regulatory authority of the United States, any State or locality thereof or any foreign jurisdiction (each, a “Governmental Authority”) or any arbitration award which is either applicable to, binding upon or enforceable against the Company. Notwithstanding the generality of the foregoing, the Company’s grant to Investors of the rights set forth in order for it to executeArticle 4 do not, deliver or perform any of its obligations under this Agreement, or to issue and sell the Shares to the Investor when and if exercised by Investors in accordance with their terms will not, conflict with or constitute a default or breach under any of the terms hereof items described in clauses (other than any filings which may be required a), (b), (c) or (d) that are applicable to be made by the Company, including the Restated Certificate (it being understood that the Company with is not representing that the Commission exercise of the rights set forth in Article 4 would not result, directly or indirectly, in a Noncompliance Event (as defined in the Trading Market subsequent to Restated Certificate) under the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this AgreementRestated Certificate).

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict withresult in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Authority (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein do not and shall hereby will not (i) result in a violation of the Articles of Incorporation, any provision certificate of designations of any outstanding series of preferred stock of the Company’s Charter Company or Bylaws, the By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, indenture or instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundparty, or (iv) result in a violation of any federal, state, local or foreign statutelaw, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the OTC Bulletin Board (the “OTCBB”) on which the Common Stock is quoted) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are is bound or affectedaffected except for those which could not reasonably be expected to have a material adverse effect on the assets, exceptbusiness, in the case of clauses condition (iifinancial or otherwise), results of operations or future prospects of the Company (iii) and (iva “Material Adverse Effect”), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually . The Company is not in violation of any term of or in the aggregate, default under its Articles of Incorporation or By-laws. Except those which could not reasonably be expected to have a Material Adverse Effect, the Company is not in violation of any term of or in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company. The business of the Company is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement, Agreement or to issue and sell the Shares to the Investor Escrow Agreement in accordance with the terms hereof (other than any or thereof. All consents, authorizations, orders, filings and registrations which may be the Company is required to be made by the Company with the Commission or the Trading Market subsequent obtain pursuant to the Effective Datepreceding sentence have been obtained or effected on or prior to the date hereof. The Company is unaware of any facts or circumstance, including but not limited which might give rise to a Prospectus Supplement under Sections 1.4 and 5.9 any of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)the foregoing.

No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant and any other document or instrument contemplated hereby or thereby, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not not: (i) result in a violation of violate any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party where such default or is bound (including, without limitation, any listing agreement with the Trading Market)conflict would constitute a Material Adverse Effect, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundbound which would constitute a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, writ, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affectedaffected where such violation would constitute a Material Adverse Effect, exceptor (v) require any consent of any third-party that has not been obtained pursuant to any material contract to which the Company is subject or to which any of its assets, in operations or management may be subject where the case of clauses (ii), (iii) and (iv), for failure to obtain any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as consent would not, individually or in the aggregate, have constitute a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or to the Warrant, or issue and sell the Shares, the Warrant Shares or the Blackout Shares (except to the Investor extent that the number of Blackout Shares required to be issued exceeds the number of authorized shares of Common Stock under the Certificate) in accordance with the terms hereof and thereof (other than any filings which that may be required to be made by the Company with the Commission Commission, the NASD/Nasdaq or the Trading Market state securities commissions subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus statement (including any amendment or prospectus supplement thereto) or any other filing or consent which has been or may be filed pursuant to this Agreement, the Registration Rights Agreement or the Warrant); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein.

No Conflicts. The execution, delivery and performance by the Company of this Agreement each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) except as provided in Schedule 5.5 hereto, for which a waiver/consent to the transactions contemplated by this Agreement and the Registration Rights Agreement has been obtained from all necessary Persons, conflict withwith or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) except as provided in Schedule 5.5 hereto, for which a waiver/consent to the transactions contemplated by this Agreement and the Registration Rights Agreement has been obtained from all necessary Persons, create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company or any of its Significant Subsidiaries is bound or under to which any of their respective properties or assets are boundis subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedaffected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents to which it is a party, or to issue and sell the Shares Securities to the Investor in accordance with the terms hereof and thereof (other than any such consents, authorizations, orders, filings which may be required or registrations as have been obtained or made prior to be the Closing Date); provided, however, that, for purposes of the representation made by in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Registration Rights Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement).

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein and therein do not and shall will not (i) result in a violation of violate any provision of the Company’s Charter Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market)by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affected, except, in the case of all cases other than violations pursuant to clauses (ii), (iiii) and (iv)) above, for such conflicts, defaults, terminations, amendments, accelerationaccelerations, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for possible violations which singularly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federalFederal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementthe Transaction Documents, or to issue and sell the Notes, the Warrants, the Conversion Shares to and the Investor Warrant Shares in accordance with the terms hereof or thereof (other than any filings which may be required to be made by the Company with the Commission or the Trading Market state securities administrators subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this AgreementClosing, and any registration statement, prospectus or prospectus supplement statement which has been or may be filed pursuant to hereto); provided that, for purposes of the representation made in this Agreement)sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchasers herein.

No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant and any other document or instrument contemplated hereby or thereby, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not in any material respect: (i) result in a the violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party where such default or is bound (including, without limitation, any listing agreement with the Trading Market)conflict would constitute a Material Adverse Effect, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundbound which would constitute a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, writ, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affectedaffected where such violation would constitute a Material Adverse Effect, exceptor (v) require any consent of any third-party that has not been obtained pursuant to any material contract to which the Company is subject or to which any of its assets, in operations or management may be subject where the case of clauses (ii), (iii) and (iv), for failure to obtain any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as consent would not, individually or in the aggregate, have constitute a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or to the Warrant, or issue and sell the Shares, the Warrant Shares or the Blackout Shares (except to the Investor extent that the number of Blackout Shares required to be issued exceeds the number of authorized shares of Common Stock under the Charter) in accordance with the terms hereof and thereof (other than any filings which that may be required to be made by the Company with the Commission Commission, the FINRA/NASDAQ or the Trading Market state securities commissions subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus statement (including any amendment or prospectus supplement thereto) or any other filing or consent which has been or may be filed pursuant to this Agreement, the Registration Rights Agreement or the Warrant); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein.

No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant and any other document or instrument contemplated hereby or thereby, by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein hereby and thereby do not and shall not not, in any material respect: (i) result in a the violation of any provision of the Company’s Charter Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party that has not been waived, where such default or is bound (including, without limitation, any listing agreement with the Trading Market)conflict would constitute a Material Adverse Effect, (iii) create or impose a lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under by which the Company is bound or by which any of its Significant Subsidiaries is bound or under which any of their respective properties or assets are boundbound which would constitute a Material Adverse Effect, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, writ, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries subsidiaries or by which any property or asset of the Company or any of its Subsidiaries subsidiaries are bound or affectedaffected where such violation would constitute a Material Adverse Effect, exceptor (v) require any consent of any third-party that has not been obtained pursuant to any material contract to which the Company is subject or to which any of its assets, in operations or management may be subject where the case of clauses (ii), (iii) and (iv), for failure to obtain any such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as consent would not, individually or in the aggregate, have constitute a Material Adverse Effect. The Company is not required under federal, state, state or local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or to the Warrant, or issue and sell the Shares, the Warrant Shares or the Blackout Shares (except to the Investor extent that the number of Blackout Shares required to be issued exceeds the number of authorized shares of Common Stock under the Certificate) in accordance with the terms hereof and thereof (other than any filings which that may be required to be made by the Company with the Commission Commission, the FINRA/NASDAQ or the Trading Market state securities commissions subsequent to the Effective DateClosing, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreementand, and any registration statement, prospectus statement (including any amendment or prospectus supplement thereto) or any other filing or consent which has been or may be filed pursuant to this Agreement, the Registration Rights Agreement or the Warrant); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein.

No Conflicts. The executionCompany is not in violation of any term of (i) the - Articles of Incorporation or its Bylaws, (ii) any contract, agreement, mortgage, -- indebtedness, indenture, instrument, judgment, decree, order to which the Company is subject or (iii) any statute, rule or regulation applicable to the --- Company, except in the case of clause (ii) above, for any such violations that, -- individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Company's business, properties, financial condition, results of operations or prospects, taken as a whole ("Material Adverse Effect"). The execution and delivery and performance by the Company of this Agreement, the Joinder Agreement and the consummation by Warrants and each of the other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Shares, the Warrants and the Warrant Shares and the fulfillment of and compliance with the respective terms hereof and thereof and the consummation of the transactions contemplated herein hereby and thereby, do not and shall not (i) conflict with or result in a violation of any provision breach (which conflict or breach has - not been waived) of the Company’s Charter terms, conditions or Bylawsprovisions of, (ii) conflict with, constitute a -- default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or is bound (including, without limitation, any listing agreement with the Trading Market), (iii) create or impose a result in the creation of any lien, security interest, --- charge or encumbrance on any property of upon the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any of its Significant Subsidiaries is a party or under which the Company or any of its Significant Subsidiaries is bound or under which any of their respective properties Company's capital stock or assets are boundpursuant to, or (iv) give any third party the right to modify, terminate or accelerate any -- obligation under, (v) result in a violation (which violation has not been - waived) of, or (vi) require any authorization, consent, approval, exemption or -- other action by or notice to any court or administrative or governmental body pursuant to, (a) the Articles of Incorporation or Bylaws of the Company, or any federal- law, state, local or foreign statute, rulerule or regulation to which the Company is subject, regulationor (b) any agreement, instrument, order, judgment or decree applicable - to which the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affectedis subject, except, in the case of clauses clause (iib), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in with respect to any of the aggregate, foregoing which could not reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, local in violation of the listing requirements of The Nasdaq National Market and is unaware of any facts or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue and sell circumstances that reasonably might cause the Shares to the Investor in accordance with the terms hereof (other than any filings which may be required Common Stock to be made delisted by The Nasdaq National Market in the Company with the Commission or the Trading Market subsequent to the Effective Date, including but not limited to a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)foreseeable future.

No Conflicts. The execution, delivery and performance by the Company Investor of this Agreement and the Registration Rights Agreement and the consummation by the Company Investor of the transactions contemplated herein hereby and thereby do not and shall not (i) result in a violation of any provision of the Companysuch Investor’s Charter charter documents, operating agreement or Bylawsother applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries Investor is a party or is bound (including, without limitation, any listing agreement with the Trading Market)bound, (iii) create or impose a any lien, charge or encumbrance on any property of the Company or any of its Significant Subsidiaries Investor under any agreement or any commitment to which the Company or any of its Significant Subsidiaries Investor is a party or under which the Company or any of its Significant Subsidiaries Investor is bound or under which any of their respective its properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Company or any of its Subsidiaries Investor or by which any property or asset of the Company or any of its Subsidiaries properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effectprohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Company Investor is not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, Agreement and the Registration Rights Agreement or to issue and sell purchase the Shares to the Investor Securities in accordance with the terms hereof (other than any filings which may be required to be hereof; provided, however, that for purposes of the representation made by in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company with in the Commission or the Trading Market subsequent Transaction Documents to the Effective Date, including but not limited to which it is a Prospectus Supplement under Sections 1.4 and 5.9 of this Agreement, and any registration statement, prospectus or prospectus supplement which has been or may be filed pursuant to this Agreement)party.