The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the Warrants and reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Articles of Incorporation (as defined in Section (3(r)) or Bylaws (as defined in Section (3(r)), any memorandum of association, certificate of incorporation, certificate of formation, bylaws, any certificate of designations or other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, except (x) insofar as the consent of PNC Bank pursuant to the Loan Facility is required for the issuance of the Notes and the other transactions contemplated by the Purchase Agreement, which consent has been obtained, and (y) that the Company has not filed a registration statement for the resale of the Registrable Securities, as required by and as that term is defined in the Registration Rights Agreement dated as of May 26, 2016, as amended, with the purchasers of its Series A Convertible Preferred Stock [or in respect of shares of Common Stock issuable upon exercise of outstanding warrants which grant the holders thereof registration rights (the “Registration Defaults”), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including other foreign, federal and state securities laws and regulations and the rules and regulations of the NYSE MKT LLC (the " Principal Market ") and including all applicable laws of the State of Nevada and any foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.