Common use of No Violation or Conflict Clause in Contracts

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement are true and correct, neither the issuance and sale of the Shares and Warrants nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscriber in Paragraph 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers PURCHASER herein this Agreement are true and correct, neither the execution and delivery of this Agreement nor the issuance and sale of the Shares and Warrants nor the performance of the Company's SELLER’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a material breach of, or constitute a material default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a material default) or give to others any rights of termination, amendment, acceleration or cancellation under (A) the articles Company Governing Documents of incorporation, charter or bylaws of the CompanySELLER, (B) to the Company's knowledge, any material decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company SELLER of any court, governmental agency or body, or arbitrator having jurisdiction over the Company SELLER or any of its subsidiaries affiliates (including federal and state securities laws and regulations) or over the properties or assets of the Company SELLER or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company SELLER or any of its affiliates, or subsidiaries affiliates is a party, by which the Company SELLER or any of its affiliates is bound or subsidiaries is boundaffected, or to which any of the properties or assets of the Company SELLER or any of its affiliates or subsidiaries is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the CompanySELLER, or any of its affiliates or subsidiaries is a party except except, in the case of clauses (A), (B), (C) or (D) above, the violation, conflict, breach, or default of which would not have a material adverse effect on the CompanyMaterial Adverse Effect; or (ii) result in the creation or imposition of any material lien, charge or encumbrance upon the Securities securities or any of the assets of the Company, its subsidiaries SELLER or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscribers in Section 4 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's ’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscribers in Section 4 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i( i ) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, affiliates or subsidiaries is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii( ii ) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming If the representations and warranties of the Purchasers herein this Agreement Subscriber in Section 2 are true and correct, then neither the issuance and nor the sale of the Shares and Warrants Units nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: : (ia) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company's ’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliatesAffiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries Affiliates is a party, by which the Company or any of its affiliates or subsidiaries Affiliates is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries Affiliates is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries Affiliates is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the CompanyMaterial Adverse Effect; or or (iib) result in the creation or imposition of any lien, charge or encumbrance upon the Securities Units or any of the assets of the Company, its subsidiaries Company or any of its affiliatesAffiliates except in favor of the Subscriber as described herein; or (c) result in the triggering of any piggy-back or other registration rights of any Person or entity holding securities of the Company or having the right to receive securities of the Company.

No Violation or Conflict. Assuming Neither the representations execution and warranties delivery of the Purchasers herein this Agreement are true and correct, neither nor the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements Transaction Agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a material breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or gives to others any rights of termination, amendment, acceleration or cancellation under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates (including federal and state securities laws and regulations) or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates is bound or subsidiaries is boundaffected, or to which any of the properties or assets of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect Material Adverse Effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscriber in Section 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement are true and correct, neither Neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, or any of its affiliates or subsidiaries, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company Company, or any of its affiliates of any court, governmental agency or body, or arbitrator having jurisdiction over the Company Company, or any of its subsidiaries affiliates or over the properties or assets of the Company Company, or any of its affiliatesaffiliates or subsidiaries, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company Company, or any of its affiliates, affiliates or subsidiaries is a party, by which the Company Company, or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company Company, or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Companyparty; or (ii) result in the creation or of imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliatesaffiliates or subsidiaries.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscriber in Paragraph 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants of Common Stock nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities Shares of Common Stock or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscribers in Section 3 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, affiliates or subsidiaries is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliatesaffiliates except as described in this Agreement and the documents delivered together with this Agreement.

No Violation or Conflict. Assuming Neither the representations execution and warranties delivery of the Purchasers herein this Agreement are true and correct, neither nor the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements Transaction Documents entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a material breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or gives to others any rights of termination, amendment, acceleration or cancellation under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates (including federal and state securities laws and regulations) or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates is bound or subsidiaries is boundaffected, or to which any of the properties or assets of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect Material Adverse Effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscribers in Section 4 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliatesAffiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, Affiliates or subsidiaries is a party, by which the Company or any of its affiliates Affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates Affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates Affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect Material Adverse Effect on the Company; or (ii) result in the creation or imposition of any lienLien (as defined herein), charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliatesAffiliates other than Permitted Liens; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

No Violation or Conflict. Assuming the representations and ------------------------ warranties of the Purchasers herein this Agreement such Subscribers in Section 4 are true and correctcorrect and except as set forth on this Schedule 5(f), neither the issuance and sale of the Shares and Warrants Securities nor the performance by the Company of the Company's its obligations under this Agreement and all other agreements Transaction Documents entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliatesAffiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries Affiliates is a party, by which the Company or any of its affiliates or subsidiaries Affiliates is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries Affiliates is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries Affiliates is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the CompanyMaterial Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries Company or any of its affiliatesAffiliates except as described herein; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt, security or other instrument issued or issuable by the Company, nor result in the acceleration of the due date of any obligation of the foregoing except in connection with the Prior Offering or with respect to the Company's Series A Preferred Stock; or (iv) result in the triggering of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement are true and correct, neither Neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: : (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, or any of its affiliates or subsidiaries, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company Company, or any of its affiliates of any court, governmental agency or body, or arbitrator having jurisdiction over the Company Company, or any of its subsidiaries affiliates or over the properties or assets of the Company Company, or any of its affiliatesaffiliates or subsidiaries, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company Company, or any of its affiliates, affiliates or subsidiaries is a party, by which the Company Company, or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company Company, or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, party; or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or of imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliatesaffiliates or subsidiaries.

No Violation or Conflict. Assuming the ------------------------- representations and warranties of the Purchasers herein this Agreement Subscriber in Section 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations -------------------------- and warranties of the Purchasers herein this Agreement Subscriber in Paragraph 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscriber in Paragraph 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants of Common Stock nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles certificate of incorporation, charter or bylaws of the Company, (B) to the Company's ’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "“lock-up" ” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities Shares of Common Stock or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscriber in Section 4 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and warranties of the Purchasers herein this Agreement Subscribers in Section 4 are true and correct, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's ’s obligations under this Agreement and all other agreements entered into by the Company relating thereto Transaction Documents by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default of a material nature (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a defaultdefault of a material nature) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company's ’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, affiliates or subsidiaries is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" “lockup” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company; or (v) result in a violation of Section 5 under the 0000 Xxx.

No Violation or Conflict. Assuming Neither the representations execution and warranties delivery of the Purchasers herein this Agreement are true and correct, neither nor the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements Transaction Agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a material breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or gives to others any rights of termination, amendment, acceleration or cancellation under (A) the articles of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates (including federal and state securities laws and regulations) or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates is bound or subsidiaries is boundaffected, or to which any of the properties or assets of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect Material Adverse Effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities securities or any of the assets of the Company, its subsidiaries or any of its affiliates.

No Violation or Conflict. Assuming the representations and --------------------------- warranties of the Purchasers herein this Agreement Subscriber in Paragraph 1 are true and correctcorrect and the Subscriber complies with its obligations under this Agreement, neither the issuance and sale of the Shares and Warrants Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its subsidiaries affiliates or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates, or subsidiaries affiliates is a party, by which the Company or any of its affiliates or subsidiaries is bound, or to which any of the properties of the Company or any of its affiliates or subsidiaries is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates or subsidiaries is a party except the violation, conflict, breach, or default of which would not have a material adverse effect Material Adverse Effect on the Company; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company, its subsidiaries or any of its affiliates.