The execution, delivery and performance of the Operative Documents by each Issuer, the performance by each Issuer of its obligations under the Operative Documents, and the consummation by each Issuer of the transactions contemplated by the Operative Documents, and the issuance of the Conversion Shares as contemplated by New Note, do not and will not (i) violate or conflict with any provision of each such Issuer’s Organizational Documents (as defined in the Security Agreement), (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, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which any Issuer or any of its subsidiaries is a party or by which any Issuer or any of its subsidiaries’ respective properties or assets are bound, (iii) result in a violation of any foreign, federal, state or local statute, law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to any Issuer or any of its subsidiaries or by which any property or asset of any such Issuer or any of its subsidiaries are bound or affected, or (iv) create or impose a lien, mortgage, security interest, charge or encumbrance of any nature (each, a “ Lien ”) on any property or asset of any Issuer or its subsidiaries under any agreement or any commitment to which any such Issuer or any of its subsidiaries is a party or by which any Issuer or any of its subsidiaries is bound or by which any of their respective properties or assets are bound. No Issuer is required under foreign, federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Operative Documents or issue and sell the New Note in accordance with the terms hereof.