Company Uses in No Conflict Clause

No Conflict from Exchange Agreement

THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of June 29, 2017, is made by and between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation ("Company"), and the holders of certain 4% Promissory Notes of the Company, dated April 12, 2017 ( the "Note") and common stock purchase warrants, dated as of April 12, 2017 (the "Warrants"), held by the parties signatory hereto (the "Holders").

No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note and New Warrant and reservation for issuance and issuance of the shares thereunder) will not (i) result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (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 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 (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Company's principal trading market (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 is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.

No Conflict from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement), dated as of June 30, 2017, is entered into by and among Chart Industries, Inc., a Delaware corporation (Buyer), Chart Sully Corporation, a Delaware corporation and a wholly owned subsidiary of Buyer (Merger Sub), RCHPH Holdings, Inc., a Delaware corporation (the Company), and R/C Hudson Holdings, L.P., a Delaware limited partnership, solely in its capacity as the initial Holder Representative hereunder.

No Conflict. Except as set forth on Schedule 4.4, subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.5 or on Schedule 4.5, and except as may result from any facts or circumstances relating solely to Buyer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of, or result in the breach of, any applicable Law to which the Company or any of its Subsidiaries is subject or by which any property or asset of the Company or any of its Subsidiaries is bound, (b) conflict with or require any approval or consent under the Organizational Documents of the Company or any of its Subsidiaries, (c) violate any provision of or result in a breach of any Contract to which the Company or one of its Subsidiaries is a party or by which the Company or any of its Subsidiaries may be bound, or terminate or result in the termination of any Contract, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien or (d) result in a violation or revocation of any Permit, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a), (c) or (d) would not reasonably be expected to (x) result in a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or (y) be material to the Company and its Subsidiaries taken as a whole.

No Conflict from Conversion Agreement

This Warrant Consent and Conversion Agreement (this "Agreement") is made and entered into as of May 16, 2017, by and among GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing of the Mergers (each as defined in the Merger Agreement)) (the "Company"), Rimini Street, Inc., a Nevada corporation ("Rimini"), and CB Agent Services LLC, a Delaware limited liability company ("CBAS" and, together with its successors or permitted direct or indirect transferees (including those set forth in Schedule 2.1(b) hereto), each, an "Investor" and collectively, the "Investors").

No Conflict. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Agreements to which the Company is a party and the consummation of the transactions contemplated by this Agreement and each of the Transaction Agreements do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to the Company or any of its Subsidiaries, any of the Acquiror Governing Documents (as defined in the Merger Agreement) or the Governing Documents of Merger Sub, or any order, judgment or decree of any court or other agency of government binding on the Company or Merger Sub; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material agreement of the Company or Merger Sub; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company or Merger Sub; or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any material agreement of the Company or Merger Sub, except for such approvals or consents which will be obtained on or before the Closing Date.

No Conflict from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 29, 2017, is by and among D.R. Horton, Inc., a Delaware corporation (Parent), Force Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Forestar Group Inc., a Delaware corporation (the Company and together with the Parent and the Merger Sub, the Parties).

No Conflict. The execution and delivery of this Agreement and the Related Agreements by the Company do not, and the performance of this Agreement and the Related Agreements by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby will not,

No Conflict from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of June 2, 2017, among BOSTON PROPERTIES, INC., a Delaware corporation (the Company), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the Operating Partnership), and , [a registered broker-dealer organized under the laws of Delaware] ( ).

No Conflict. Neither the Company nor any of its subsidiaries is in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, Agreements and Instruments) except for such violations or defaults that would not result in a Material Adverse Effect. Except with respect to the authorization of actual sales of Common Shares, other than those previously sold or subject to an Issuance Notice, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement and the General Disclosure Package (including the issuance and sale of the Common Shares and the use of the proceeds from the sale of the Common Shares as described in the Prospectus under the caption Use of Proceeds) and compliance by the Company and the Operating Partnership with their obligations under this Agreement have been duly authorized by all necessary corporate or partnership action, as the case may be, and (except as contemplated by the General Disclosure Package) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties owned by the Company or any of its subsidiaries or any other property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments or violations of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations (except for such conflicts, breaches or defaults or liens, charges, encumbrances or violations that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents of the Company or any of its subsidiaries. As used herein, the term 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 holders behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

No Conflict from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May __, 2017, is made by and among Houston American Energy Corp., a Delaware corporation (the "Company"), and each purchaser listed on Annex A hereto and executing this Agreement (each, an "Investor" and, collectively, the "Investors" and, together with the Company, the "Parties").

No Conflict. The execution, delivery and performance by the Company of the Related Agreements, the issuance and sale of the Units hereunder and the issuance of the Common Stock upon conversion of the Preferred Securities or exercise of the Warrants and the consummation of the other transactions contemplated by the Related Agreements does not and will not (i) conflict with or result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or violation of any of the terms or provisions of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries, including any Equity Interest of the Company's subsidiaries, now owned or subsequently acquired or formed, pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including secured Indebtedness, 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 to which any property or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) 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 (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. HUSA - Securities Purchase Agr - Series B Preferred2

No Conflict from Note Purchase Agreement

THIS NOTE PURCHASE AGREEMENT (this Agreement) is made as of March 15, 2017 (the Effective Date) by and among VERITONE, INC., a Delaware corporation (the Company), and each of the Lenders listed on Exhibit A attached hereto (collectively, the Lenders, and each individually, a Lender). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Secured Promissory Notes (as defined below).

No Conflict. Neither the authorization, execution nor delivery of this Agreement or any other Transaction Agreement, nor the issuance or delivery of the Secured Promissory Notes, the Shares and the Warrants, nor the consummation of any other transactions contemplated hereby or thereby, will (i) constitute or result in a default, breach or violation of any term or provision of the Companys Certificate of Incorporation or bylaws, both as amended and in effect as of the Effective Date, or (ii) violate or conflict with any law or regulation applicable to the Company or by which any of the assets or properties of the Company or any of its subsidiaries may be bound, except, in the case of clause (ii) above, for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 13, 2017, is by and among Terra Firma Merger Parent, L.P., a Delaware limited partnership (Parent), Terra Firma Merger Sub, L.P., a Delaware limited partnership and a wholly owned subsidiary of Parent (Merger Sub), and Forestar Group Inc., a Delaware corporation (the Company and together with the Parent and the Merger Sub, the Parties).

No Conflict. The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby will not, (a) assuming the Company Stockholder Approval is obtained, conflict with or violate the Company Organizational Documents, (b) assuming the receipt of the Consents contemplated by Section 4.5, conflict with or violate any Law or Order or any rule or regulation of any securities exchange on which shares of Company Common Stock are listed for trading, in each case applicable to the Company or by which any property or asset of the Company is bound or affected, or (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right of consent, or result in the creation of a Lien on any property or asset of the Company pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected (including any Material Contract and any Company Permit), except, in the case of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (organization) values">Company Material Adverse Effect.

No Conflict from Investment Agreement

This Amended and Restated Phantom Equity Investment Agreement (this Agreement) is made as of December 3, 2013, by and among (a) Frontier Airlines, Inc., a Colorado corporation (the Company), (b) Falcon Acquisition Group, Inc., a Delaware corporation (Falcon), and (c) FAPAInvest, LLC, a Colorado limited liability company (FAPAInvest), acting as agent for and on behalf of those persons employed as of June 24, 2011 (the Agreement Date) as pilots by the Company (such persons, collectively, the Participating Pilots).

No Conflict. The execution and delivery by the Company of this Agreement does not, and the performance by the Company of its obligations under this Agreement or the consummation by the Company of any of the transactions contemplated by this Agreement will not, (a) conflict with, or result in or constitute any violation or breach of or default under, or give rise (either with or without due notice or the passage of time or both or the happening or occurrence of any other event (including through the action or inaction of any person)) to any right of termination, amendment, cancellation or acceleration of any obligation to pay or repay with respect to, or result in the loss of any benefit under, any provision of (i) the articles of incorporation or bylaws of the Company or (ii) any material indenture, loan agreement, mortgage, guarantee, other indebtedness, lease or other agreement, contract, instrument, obligation, understanding or arrangement to which the Company is a party, or by which the Company may be bound; (b) conflict with, or result in or constitute any violation of, any award, decision, judgment, decree, injunction, writ, order, subpoena, ruling, verdict or arbitration award entered, issued, made or rendered by any federal, state, local or foreign government or any other governmental entity, or any law, applicable to the Company; (c) result in the creation or imposition of (or the obligation to create or impose) any Liens on any of the properties or assets of the Company; or (d) conflict with, or result in or constitute any violation of, or result in the termination, suspension or revocation of, any authorization applicable to the Company or to any of its properties or assets, or result in any other impairment of the rights of the holder of any such authorization.

No Conflict from Agreement and Plan of Merger

This Agreement and Plan of Merger (this "Agreement"), dated as of March 19, 2017, is entered into by and among CAPITOL ACQUISITION CORP. III, a Delaware corporation ("Acquiror"), CAPITOL ACQUISITION HOLDING COMPANY LTD., an exempted company incorporated in the Cayman Islands with limited liability ("Holdings"), CAPITOL ACQUISITION MERGER SUB, INC., a Delaware corporation ("Merger Sub"), CANYON HOLDINGS (CAYMAN) L.P., a Cayman Islands exempted limited partnership) (the "Cision Owner"), and CANYON HOLDINGS S.A R.L., a Luxembourg private limited liability company (societe a responsabilite limitee), having its registered office at 6D, L-2633 Senningerberg, Grand Duchy of Luxembourg and registered with the RCS under number B 184599 (the "Company"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 or on Schedule 5.05, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any provision of, or result in the breach of, the certificate of formation, bylaws or other organizational documents of the Company or its Subsidiaries, (b) conflict with or result in any violation of any provision of any Law, Permit or Governmental Order applicable to the Company or its Subsidiaries, or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract of the type described in Section 5.12(a), whether or not set forth on Schedule 5.12(a), to which the Company or its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected or (d) result in the creation of any Lien upon any of the properties, equity interests or assets of the Company or its Subsidiaries, except (in the case of clauses (b), (c) or (d) above) for such violations, conflicts, breaches or defaults which, individually or in the aggregate, would not (i) be material to the Company and its Subsidiaries, taken as a whole, or (ii) materially adversely affect the ability of the Company to perform or comply with on a timely basis any material obligation under this Agreement or to consummate the Transactions.