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, the Conversion Shares and the Interest Shares and the reservation for issuance of the Conversion Shares and the Interest Shares) will not (i) result in a violation of any provision of the articles of incorporation or bylaws of the Company (including, without limitation, any certificate of designation contained therein), the certificate or articles of incorporation, bylaws or other organizational documents of any of the Company’s Subsidiaries, or any capital stock of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, pledge, option, security agreement, equity, claim, charge, encumbrance or other restriction or limitation on the capital stock or on any of the properties or assets of the Company or any of its Subsidiaries under, any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, or other agreement, instrument, or arrangement to which the Company or any of its Subsidiaries is a party or its property is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including applicable federal and state securities laws and regulations and the rules and regulations of the Trading Market, so long as the Company’s Listing of Additional Shares application is approved by The NASDAQ Stock Market) 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 clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.