Common use of No Conflicts, etc Clause in Contracts

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or as to which any property of the Company or any of its Subsidiaries is subjectbound; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”), the Company’s By-Laws (as the same have been amended or restated from time to time, the “Bylaws”), the certificate of incorporation of any Subsidiary or the bylaws of any Subsidiary (as applicable); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the RepresentativeUnderwriter’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the Company as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by each member of the Company Group, as applicable of this Agreement and Agreement, each Transaction Document, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by each member of the Company Group, as applicable with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or encumbrance other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles, the Manager’s Certificate of Incorporation or the Parent’s Articles (collectively, as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Manager (as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii)) above, for those breaches, violations such breaches or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Trust Agreement, the Services Agreement, the Warrant Purchase Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoEscrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: both (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation (the “Certificate”) or as to which any property the Amended and Restated Bylaws of the Company is subject(the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, in the case of (ii) its properties or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Changebusiness.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrants, the Representative’s Warrant Agreement, the Warrant Agent Agreement, the Deposit Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate Memorandum and Articles of Incorporation Association (as the same have been amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”)Company; (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; a party except breaches, conflicts or defaults that would not reasonably be expected to result in a Material Adverse Change, or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, conflicts, defaults or violations or conflicts which (individually or in the aggregate) would not have or would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (as the same may be amended or restated from time to time, the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or (iii)by any foreign, for federal, state or local regulatory authority performing functions similar to those breaches, violations or conflicts which (individually or in performed by the aggregate) would not have or reasonably be expected to result in a Material Adverse ChangeFDA.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, ; except, in the case of with respect to clauses (iii) or and (iii), for those breachessuch conflicts, violations breaches or conflicts which (violations, that would not, individually or in the aggregate) , reasonably have a material adverse effect or would not have or reasonably be expected to result in have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a ”Material Adverse ChangeEffect”).

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agent Agreement, and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time) or the amended and restated bylaws (as the same may be amended or restated from time to time, together with the Articles of Incorporation, the “Charter”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Constitution (as the same may be amended or restated from time to time, the “Charter”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”) or other similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other ancillary documents ancillary hereto and theretorelated to this Offering, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA); except in the case of clause (iii) or (iii)) above, for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (as the same may be amended or restated from time to time, the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agreements and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or material conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agency Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Pre-Funded Warrants, the Traditional Warrants and the Representative’s Representatives’ Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage or other encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoTransaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indentureagreement, mortgageobligation, deed of trustcondition, loan agreement or any other agreement covenant or instrument to which the Company is a party or as bound or to which its property is subject except pursuant to the Trust Agreement (ii) result in any property violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws, as amended, of the Company is subject(collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any Governmental Entity governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof, ; except, in the case of clauses (iii) or and (iii)) above, for those breachesany such default or violation that would not, violations or conflicts which (individually or in the aggregate) would , have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not have or reasonably be expected to result arising from transactions in the ordinary course of business (a “Material Adverse ChangeEffect”).

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except, in the case cases of clauses (iii) or and (iii), for those such breaches, violations conflicts, defaults, lien, charge or conflicts which (encumbrance or violation as would not reasonably be expected, individually or in the aggregate) would not have or reasonably be expected , to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Pre-Funded Warrants, the Traditional Warrants and the Representative’s Representatives’ Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage or other encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Agreement Unit Purchase Option and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Representatives’ Warrant Agreement, the Representatives’ Warrant and the Representative’s Warrant each Lock-Up Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate certificate of Incorporation incorporation and bylaws (as amended or restated from time to time, time and as in effect on the “Charter”date hereof) or the bylaws of the Company (the “Bylaws”)Company; (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; a party except breaches, conflicts or defaults that would not reasonably be expected to result in a Material Adverse Change, or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, conflicts, defaults or violations or conflicts which (individually or in the aggregate) would not have or would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (as the same may be amended or restated from time to time, the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the Company as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Pre-funded Warrants and the Representative’s Warrant Agent Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or as to which any property of the Company or any of its Subsidiaries is subjectbound; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”), the Company’s By-Laws (as the same have been amended or restated from time to time, the “Bylaws”), the certificate of incorporation of any Subsidiary or the bylaws of any Subsidiary (as applicable); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement, the Representative’s Warrant and each Lock-Up Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate Articles of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”)Company; (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof having jurisdiction over the Company, except, in the case of (ii) or (iii), for those breaches, conflicts, defaults or violations or conflicts which (individually or in the aggregate) would not have or would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement and the RepresentativePlacement Agent’s Warrant Agreement Unit Purchase Option and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company's Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or (iii)by any foreign, for federal, state or local regulatory authority performing functions similar to those breaches, violations or conflicts which (individually or in performed by the aggregate) would not have or reasonably be expected to result in a Material Adverse ChangeFDA.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s second amended and restated memorandum of association (as the same may be amended or restated from time to time, the “Bylaws”) and second amended and restated articles of incorporation (as the same may be amended or restated from time to time, the “Charter”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case cases of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoTransaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indentureagreement, mortgageobligation, deed of trustcondition, loan agreement or any other agreement covenant or instrument to which the Company is a party or as bound or to which its property is subject except pursuant to the Trust Agreement (ii) result in any property violation of the provisions of the amended and restated certificate of incorporation of the Company is subjector its bylaws, as amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any Governmental Entity governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof, except, ; except in the case of clauses (iii) or and (iii)) above for any such conflict, for those breachesbreach or violation that would not, violations or conflicts which (individually or in the aggregate) would not have or , be reasonably be expected to result in have a Material Adverse ChangeEffect.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries (each a “Subsidiary,” and together, the “Subsidiaries”) pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or its Subsidiaries is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s memorandum and articles of association (as the same may be amended or restated from time to time, the “Charter”) in force on the date of this Agreement; or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereof, except, except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Warrant Agreement, and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, as the case may be, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or encumbrance other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”) upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”), the by-laws of the Company (as the same may be amended or restated from time to time) or (iii) violate any existing applicable law, rule, regulation, ordinance, directive, judgment, writ, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or encumbrance other restriction (a “Lien”) upon any property or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s certificate or articles of incorporation (as the same may be amended or restated from time to time, “Charter”), the by-laws of the Company, or other organizational or charter documents; or (iii) conflict with or violate any existing applicable law, rule, regulation, judgment, order injunction, order, decree or decree other restriction of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoTransaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity Entity”) as of the date hereof, except, ; except in the case of clause (iii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) as would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, including all amendments and restatements to date, the “Charter”) or the bylaws of the Company is subject(as the same may be amended or restated from time to time, including all amendments and restatements to date, (the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or and (iii)) above as would not, for those breaches, violations or conflicts which (individually or in the aggregate) would not have or , reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, state or local Governmental Entity performing functions similar to those performed by the FDA), except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Pre-Funded Warrants, the Warrants, the Warrant Agent Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case of (ii) or clause (iii)) for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation or Certificate of Designation, Preferences and Rights of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case cases of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except as to (i) and (iii), for those breacheswhere such breach, violations conflict, default, lien, charge, encumbrance or conflicts which (individually or in the aggregate) violation would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of except with respect to (iii) or and (iii)) above for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that could not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Placement Agent Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company's Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or (iii)by any foreign, for federal, state or local regulatory authority performing functions similar to those breachesperformed by the FDA, except violations or conflicts which (individually or in the aggregate) that would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, ; except, in the case of with respect to clauses (iii) or and (iii), for those breachessuch conflicts, violations breaches or conflicts which (violations, that would not, individually or in the aggregate) , reasonably have a material adverse effect or would not have or reasonably be expected to result in have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a ”Material Adverse ChangeEffect”).

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); or (iii) to the best knowledge of the Company after due inquiry, violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agreement, and all other ancillary documents ancillary hereto and theretoset forth on Exhibit C, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or and (iii), for those breachesas would not, violations or conflicts which (individually singularly or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement Warrants and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with with, in any material respect any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii)) above, for those breachesany such violation or default that would not, violations or conflicts which (individually or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except, in the case of clauses (iii) or and (iii)) above, for those breachesany such conflict, violations breach, violation, default, lien, charge or conflicts which (encumbrance that would not, individually or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation, including, without limitation, the certificate of designation for the Preferred Shares (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement Warrants and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or as to which any property of the Company or any Subsidiary is subjecta party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Company’s bylaws (as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company or any of its assets or business (each, a “Governmental Entity Entity”) as of the date hereof, exceptexcept for breaches, conflicts, defaults or violations etc. with respect to which consents or waivers have already been obtained and are in full force and effect, and, in the case of clauses (iii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) as would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretofiling of the Certificate of Designation with the Secretary of State of the State of Delaware, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA) except as to (i) and (iii), for those breacheswhere such breach, violations conflict, default, lien, charge, encumbrance or conflicts which (individually or in the aggregate) violation would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”) or other similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrants, the Representative’s Warrant Agreement Agreement, and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation, bylaws, or other organizational or charter documents (as the same have been amended or restated from time to time ; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or and (iii)) for such breach, for those breachesconflict, violations default or conflicts violation which (individually or in the aggregate) would not have or reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Amended and Restated Bylaws (as the same may be amended or restated from time to time, the “Bylaws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), except, in with respect to the case of preceding clauses (iii) or and (iii), for those breachesany breach, violations conflict, default, lien, charge, encumbrance, consent or conflicts which (violation as would not, individually or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement and the Representative’s Warrant Agreement Agreement, and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the provisions of the Amended Articles of Memorandum of the Company is subject(as the same may be amended from time to time, the “Certificate of Incorporation”), the bylaws of the Company or the certificate or articles of incorporation, bylaws, certificate of formation, limited liability company agreement, joint venture agreement, partnership agreement or other organizational documents of the Operating Entities; or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business constituted as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agency Agreement, the Representatives’ Unit Purchase Option and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of ; except with respect to (iii) or and (iii)) above for any such breach, for those breachesconflict, violations violation, default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except, in with respect to the case of preceding clauses (iii) or and (iii), for those breachesany breach, violations conflict, default, lien, charge, encumbrance, consent or conflicts which (violation as would not, individually or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate Articles of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoTransaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company's Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity Entity”) as of the date hereof, except, ; except in the case of clause (iii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) as would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Placement Agent Unit Purchase Option and each warrant agreement representing the Representative’s Warrant Agreement Warrants to be delivered to each investor in the Offering and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company's Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, except violations (except in the case of clause (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregateabove) that would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or as to which any property of the Company or any Subsidiary is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except for in the case of clauses (iii) or and (iii)) those conflicts, for those breaches, violations violations, defaults or conflicts which (individually or in the aggregate) other results that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. (a) The execution, delivery and performance by the Seller and the Company of this Agreement and the Representative’s Warrant Agreement Ancillary Documents to which either is or will be a party, and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein contemplated hereby and therein contemplated and the compliance by the Company with the terms hereof and thereof thereby, do not and will not, not (with or without the giving of notice or notice, the lapse of time time, or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”)): conflict with; (ii) contravene; result in a violation or breach or violation of, or conflict with any of the terms and provisions of, or constitute ; result in a default under; give rise to a right of, or result in the creationacceleration, amendment, cancellation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets vesting under; result in a decreased right of the Company pursuant to the terms or obligation of any indenture, mortgage, deed other Person under; result in an increased or additional obligation of trust, loan agreement the Company or right of any other agreement Person under (i) assuming the receipt of all requisite Governmental Approvals for the transactions contemplated by this Agreement, any Applicable Law, (ii) the articles or instrument certificate of incorporation or by-laws of the Seller or the Company, (iii) except as set forth in Schedule 3.1.6(a), any Material Contract to which the Seller or the Company is a party or by which the Seller or the Company or any of its material properties or assets may be bound or affected. (b) Except as specified in Schedule 3.1.6(b), no Governmental Approval or other Consent is required to be obtained or made by the Seller or the Company in connection with the execution and delivery of this Agreement and the Ancillary Documents to which any property each is a party, or the consummation of the Company is subject; transactions contemplated hereby and thereby, except where the failure to obtain such Governmental Approval or (iii) violate any applicable lawConsent would not, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or , reasonably be expected to result in have a Material Adverse ChangeEffect on the Company.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Warrants, the Warrant Agreement, the Representative’s Warrant and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, as the case may be, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or encumbrance other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”) upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”), the by-laws of the Company (as the same may be amended or restated from time to time) or (iii) violate any existing applicable law, rule, regulation, ordinance, directive, judgment, writ, order or decree of any Governmental Entity as of the date hereofhereof or by any foreign, exceptstate or local Governmental Entity, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would could not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case cases of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or as to which any property of the Company or any Subsidiary is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws of the Company or the formation documents of any Subsidiary (as the same may be amended or restated from time to time); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, state or local Governmental Entity performing functions similar to those performed by the FDA), except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Share Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”) or other similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the filing of the Certificate of Designation with the Secretary of State of Delaware, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except as to (i) and (iii), for those breacheswhere such breach, violations conflict, default, lien, charge, encumbrance or conflicts which (individually or in the aggregate) violation would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Founding Director Warrant Purchase Agreement, the Trust Agreement, the Insider Letters, the Office Services Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretoEscrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: both (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as except pursuant to which the Trust Agreement referred to in Section 2.22 hereof; (ii) result in any property violation of the Company is subjectprovisions of the Amended and Restated Certificate of Incorporation or its Amended and Restated Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereofits properties or business, except, in the case of clauses (iii) or and (iii), for those breachesto the extent that such breach, violations violation or conflicts which (conflict would not, individually or in the aggregate) would not have or , be reasonably be expected to result in have a Material Adverse Changematerial adverse effect on the Company.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case of (ii) or clause (iii)) above, for those breachesviolations, violations or conflicts which (individually or in the aggregate) have not resulted, or would not have or reasonably be expected to result result, in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the RepresentativePlacement Agent’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation, including without limitation, the certificate of designation for the Preferred Shares (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, exceptincluding, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, that, in any case (except in the case of clause (ii) or (iii), for those breacheswould reasonably be expected, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected , to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrants, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or and (iii)) for such breach, for those breachesconflict, violations default or conflicts violation which (individually or in the aggregate) would not have or reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereof, except, except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”) or other similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation or Certificate of Designations, Preferences and Rights of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case cases of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agreement, the Warrant Agreement, the Warrants and all other ancillary documents ancillary hereto and theretorelated to this Offering, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clause (iii) or (iii)above, for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation, including without limitation, the certificate of designation for the Preferred Shares (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the Amended and Restated Bylaws of the Company is subject(the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except, in with respect to the case of preceding clauses (iii) or and (iii), for those breachesany breach, violations conflict, default, lien, charge, encumbrance, consent or conflicts which (violation as would not, individually or in the aggregate) would not , have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company (as the same may be amended or restated from time to time); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, ; except, in the case of with respect to clauses (iii) or and (iii), for those such conflicts, breaches, violations defaults or conflicts which (violations, that would not, individually or in the aggregate) would not have or , reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Warrant Agreement, and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, as the case may be, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or encumbrance other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”) upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles (as the same have been amended or restated from time to time, the “Charter”), the by-laws of the Company (as the same may be amended or restated from time to time) or (iii) violate any existing applicable law, rule, regulation, ordinance, directive, judgment, writ, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) except such as would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Warrant Agreement, and the RepresentativeUnderwriter’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, as the case may be, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust or encumbrance other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”) upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument instrument, franchise, license or permit to which the Company is a party or as to which any property of the Company is subjecta party; (ii) result in any violation of the provisions of the Company’s Articles (as the same have been amended or restated from time to time, the “Charter”), the by-laws of the Company (as the same may be amended or restated from time to time) or (iii) violate any existing applicable law, rule, regulation, ordinance, directive, judgment, writ, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) except such as would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Pre-Funded Warrant Certificate and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (as the same may be amended or restated from time to time, the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Underwriter Warrant Agreement Agreements and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, as the case may be, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge charge, or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument instrument, to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the Amended and Restated Bylaws of the Company is subjector the charter, bylaws or other organizational documents of its Subsidiaries; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts hereof which (individually or in the aggregate) would not have or could reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement and Agreement, the RepresentativePlacement Agent’s Warrant Agreement Agreement, the Pre-Funded Warrants and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination termination, or imposition of any lien, charge charge, mortgage, pledge, security interest, claim, equity, trust, or other encumbrance, preferential arrangement, defect, or restriction of any kind whatsoever or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement agreement, or any other agreement or instrument instrument, franchise, license, or permit to which the Company is a party or as to which any property of the Company is a subject; or (iiiii) violate result in any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as violation of the date hereofprovisions of the Company’s Notice of Articles or Articles (as the same may be amended or restated from time to time, exceptcollectively, in the case of (ii) or (iii“Charter”), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with with, in any material respect any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party and that is material to the Company; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same have been amended or as restated from time to which any property time, the “Charter”) or the bylaws of the Company is subject(the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or through (iii)) for such breach, for those breachesconflict, violations default or conflicts violation which (individually or in the aggregate) would not have or reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Underwriter Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict in any material respect with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, ; except in the case of (ii) or clause (iii)) above, for those such breaches, violations conflicts or conflicts which (individually or in the aggregate) defaults that would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s articles of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the company as of the date hereof, except, except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all other documents ancillary hereto and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation Incorporation, Memorandum of Association and Articles of Association (as amended or restated from time to time, collectively referred to as the “Charter”) or the bylaws of the Company (the “BylawsCharter Documents”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”) or other similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation, including without limitation, the certificate of designation for the Preferred Shares (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, exceptincluding, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, that, in any case (except in the case of clause (ii) or (iii), for those breacheswould reasonably be expected, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected , to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Warrants, the Purchase Rights and all other ancillary documents ancillary hereto and theretorelated to this Offering, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof thereof, do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Articles of Association (as the same may be amended or restated from time to time, the “Charter”) or the bylaws of the Company; or (iii) violate result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, except in the case of clauses (iii) or and (iii)) above, for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agent Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, in those promulgated by the case Food and Drug Administration of the U.S. Department of Health and Human Services (iithe “FDA”) or (iiiby any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), for those breaches, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement Agreement, the Representatives’ Warrant and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party and that is material to the Company; (ii) result in any violation of the provisions of the Company’s certificate of incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any applicable existing law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except in the case of clauses (iii) or and (iii), ) above for those any such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s Warrant Placement Agent's Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company's Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the "Charter") or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the "Bylaws"); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, exceptincluding, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the "FDA") or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, that, in any case (except in the case of clause (ii) or (iiiabove), for those breacheswould reasonably be expected, violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected , to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement Agreement, the Pre-Funded Warrant Certificates and the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (as the same may be amended or restated from time to time, the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Pre-Funded Warrant Certificate, the Warrant Agreement, the Representative’s Warrant Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which party; (ii) result in any property violation of the Company is subjectprovisions of the Company’s Notice of Articles or Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, hereof except in the case of clauses (iii) or and (iii)) for any such breach, for those breachesconflict, violations violation default, lien, charge or conflicts which (encumbrance that would not reasonably be expected to result in, individually or in the aggregate) would not have or reasonably be expected to result in , a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and Agreement, the Warrant Agreement, the Representative’s Warrant Unit Purchase Option Agreement and all other documents ancillary hereto and theretodocuments, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any violation of the provisions of the Company’s Certificate of Incorporation (as amended or restated from time to time, the “Charter”) or the bylaws of the Company (the “Bylaws”); (ii) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or as restated from time to which any property time, the “Charter”) or the by-laws of the Company is subject(as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereofhereof (including, exceptwithout limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, except in the case cases of clauses (iii) or and (iii), ) for those such breaches, conflicts or violations or conflicts which (individually or in the aggregate) would not have or reasonably be expected to result in have a Material Adverse Change.