The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement, including the issuance of the Warrant Shares, and the consummation of the transactions contemplated by this Agreement do not and will not (i) violate or conflict with any provision of the Company’s organizational documents or any judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration (whether after the giving of notice or lapse of time or both) of, any mortgage, indenture, deed of trust, agreement, instrument or contract to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; or (iii) result in the creation or imposition of any lien, security interest, encumbrance or other charge upon any property or asset of the Company or any of its subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its subsidiaries; except in the case of clauses (ii) and (iii) for any such violation, breach, acceleration, creation, imposition, suspension, revocation, impairment, forfeiture or nonrenewal that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries considered as a whole or on the Company’s ability to perform its obligations under this Agreement.