Common use of Authorization; No Conflict; No Violation Clause in Contracts

Authorization; No Conflict; No Violation. The Company’s: (a) execution and delivery of this Agreement and each of the other Transaction Documents and performance of its obligations hereunder and thereunder, (b) execution and filing of the Company’s Amended and Restated Certificate of Incorporation, in the form of Exhibit A attached hereto (the “Charter”), (c) issuance, sale and delivery of the Preferred Shares and (d) issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (v) result in a violation of the Charter or the Company’s Bylaws (the “Bylaws”), (w) result in a violation of any applicable law, rule or regulation, or any material order, injunction, judgment or decree of any court or other agency of government, (x) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (y) result in the creation or imposition of any material Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material properties or assets or (z) require any consent, approval, notification, waiver or other similar action from any third party.

Authorization; No Conflict; No Violation. The Company’s: (a) The execution and delivery by the Company of this Agreement and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder, ; (b) execution and the filing of the Company’s Amended and Restated Certificate Articles with the Secretary of Incorporation, State of the State of Nevada or such other appropriate authority or agency in the form State of Exhibit A attached hereto (the “Charter”), Nevada; (c) the effectuation of the Reverse Split; (d) the issuance, sale and delivery to the Purchaser of the Preferred Shares Shares; and (de) the issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company’s Board of Directors and shareholders (other than items (b), (c) and (d), which are subject to the requisite shareholder approval of the Restated Articles and the Reverse Split) and will not (vi) result in a violation of the Charter Company’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws Bylaws, as amended or modified (the “Bylaws”), (wii) result in a violation of any applicable law, rule or regulation, or any material applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (xiii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (yiv) result in the creation or imposition of any material Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material properties or assets assets, or (zv) require any consent, approval, notification, waiver or other similar action from any third partyparty (other than the requisite shareholder approval of the Restated Articles and the Reverse Split). A true, correct and complete copy of the Bylaws is attached as Exhibit C to this Agreement.

Authorization; No Conflict; No Violation. The Company’s: (a) execution and delivery by the Company of this Agreement and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder, ; (b) execution and filing of the Company’s Amended and Restated Certificate of Incorporation, in the form of Exhibit A attached hereto (the “Charter”), (c) issuance, sale and delivery to the Purchaser of the Preferred Shares Shares; and (dc) the issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company’s Board of Directors and shareholders and will not (vi) result in a violation of the Charter Company’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws Bylaws, as amended or modified (the “Bylaws”), (wii) result in a violation of any applicable law, rule or regulation, or any material applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (xiii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (yiv) result in the creation or imposition of any material Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material properties or assets assets, or (zv) require any consent, approval, notification, waiver or other similar action from any third party.

Authorization; No Conflict; No Violation. The Company’s: (a) execution and delivery of this Agreement and each of the other Transaction Documents and performance of its obligations hereunder and thereunder, (b) execution and filing of the Company’s Amended and Restated Certificate of Incorporation, in the form of Exhibit A attached hereto (the “Charter”), (c) issuance, sale and delivery of the Preferred Shares, (c) issuance and delivery of the Warrant and the Warrant Shares and (d) issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action and will not (v) result in a violation of the Charter Company’s Certificate of Incorporation, as amended or modified (the “Charter”) or the Company’s Bylaws Bylaws, as amended or modified (the “Bylaws”), (w) result in a violation of any applicable law, rule or regulation, or any material applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (x) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, except as set forth on Schedule 2.02, (y) result in the creation or imposition of any material Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material properties or assets or (z) require any consent, approval, notification, waiver or other similar action from any third party.

Authorization; No Conflict; No Violation. The Except as set forth in Schedule 2.2, the Company’s: (a) execution and delivery of this Agreement and each of the other Transaction Documents and performance of its obligations hereunder and thereunder, (b) execution and filing of the Company’s Third Amended and Restated Certificate of Incorporation, in the form of Exhibit A attached hereto (the “Charter”), (c) issuance, sale and delivery of the Preferred Shares and (d) issuance and delivery of the Conversion Shares, and (e) issuance and delivery of the Warrants (and the Series B-1 Shares issuable upon exercise thereof) have been duly authorized by all requisite corporate action and will not (v) result in a violation of the Charter or the Company’s Bylaws (as they may have been amended, the “Bylaws”), (w) result in a violation of any applicable law, rule or regulation, or any material order, injunction, judgment or decree of any court or other agency of government, (x) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a material default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (y) result in the creation or imposition of any material Lien, charge, restriction, Lien (as such term is defined in Section 6.19) or claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material properties or assets or (z) require any consent, approval, notification, waiver or other similar action from any third party other than the current holders of preferred stock of the Company. No provision of this Agreement or any of the other Transaction Documents violates, conflicts with, results in a breach of or constitutes (or, with due notice or lapse of time or both, would constitute) a material default by any other party under any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company is a party.

Authorization; No Conflict; No Violation. The Company’s's: (a) execution and delivery of this Agreement and each of the other Transaction Documents Document and performance of its obligations hereunder and thereunder, (b) execution and filing of the Company’s Amended and Restated Certificate of IncorporationDesignation, in the form of Exhibit A attached hereto (the “Charter”), "Certificate of Designation") and (c) issuance, sale and delivery of the Preferred Shares and (d) issuance and delivery of the Conversion Shares Purchased Shares, have been duly authorized by all requisite corporate action and will not (v) result in a violation of the Charter Certificate of Incorporation of the Company dated January 23, 1995, as amended by the Certificate of Amendment of Certificate of Incorporation of the Company dated January 12, 1999 (as amended, the "Charter") or the Company’s 's Bylaws (the “"Bylaws”"), (w) result in a violation of any applicable law, rule or regulation, or any material order, injunction, judgment or decree of any court or other agency of government, (x) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (y) result in the creation or imposition of any material Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s material 's properties or assets or (z) require any consent, approval, notification, waiver or other similar action from any third party. No provision of any Transaction Document violates, conflicts with, results in a breach of or constitutes (or, with due notice or lapse of time or both, would constitute) a default by any other party under any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company is a party.