No Conflict. The execution, delivery and performance of the Exchange Documents by [[Organization B:Organization]] and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation for issuance of the Conversion Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of [[Organization B:Organization]] or any of its Subsidiaries, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries or Bylaws (as defined below) of [[Organization B:Organization]] or any of its Subsidiaries, # 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, indenture or instrument to which [[Organization B:Organization]] or any of its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to [[Organization B:Organization]] 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.

Section # No Conflict. The execution, delivery and performance of the Transaction Documents by [[Organization B:Organization]] and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not # result in a violation of the certificate of incorporation or other organizational documents of [[Organization B:Organization]] (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), # 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, indenture or instrument to which [[Organization B:Organization]] or its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to [[Organization B:Organization]] or its Subsidiaries or by which any property or asset of [[Organization B:Organization]] or its Subsidiaries is bound or affected except, in the case of [clause (ii) or (iii) above], to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, each Exchange and the reservation and issuance of the Exchange Securities) will not # result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of the Company or any of its subsidiaries, any share capital of the Company or any of its subsidiaries or Bylaws (as defined below) of the Company or any of its subsidiaries, # 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, indenture or instrument to which the Company or any of its subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree, including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal 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 (B) or (C) above], to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.