The execution, delivery and performance of this Agreement and the issuance of the Shares and Warrant by DPC do not and will not (i) violate, conflict with or result in the breach of any provision of the Articles of Incorporation or By-laws of DPC, (ii) conflict with or violate any law or governmental order applicable to DPC or (iii) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, or result in the creation of any encumbrance on any of the assets or properties of DPC pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which DPC is a party or by which any of its assets or properties are bound or affected.