The execution, delivery and performance of this letter agreement by the undersigned and the consummation by the undersigned of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the undersigned’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the undersigned is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.