Common use of Authorization, Enforcement, Compliance with Other Instruments Clause in Contracts

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Warrants and the Irrevocable Transfer Agent InstructionsRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"Closing Agreements") to issue, sell and perform its obligations with respect to issue the Securities Units and Warrant Shares in accordance with the terms hereof and thereofthe Warrants and to issue the Warrant Shares upon exercise of the Warrants, in accordance with the terms and conditions of the Warrants, (ii) the execution and delivery of the Transaction Documents Closing Agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Common Stock and the Warrants and the reservation for issuance and the issuance of the Conversion Shares, Warrant Shares upon exercise of the Warrants have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) the Transaction Documents Closing Agreements have been duly executed and delivered by the Company, and (iv) the Transaction Documents Closing Agreements constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesSecurities have been, or will be at the reservation for issuance and the issuance time of the Conversion Sharesexecution of such Transaction Document, have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Registration Rights Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Registration Rights Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been been, or will be at the time of execution of such Transaction Documents, duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Documents, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Common Shares, ) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, shareholders (iii) except as otherwise contemplated by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by applicable foreign, federal or U.S. state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each of the Company executing the Transaction Documents knows of no reason why the Company cannot perform other agreements and instruments entered into or delivered by any of the Company’s obligations under parties hereto in connection with the Transaction Documentstransactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) hereby or thereby and to issue the Securities (as defined below), in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, have been, or will be at the reservation for issuance and the issuance time of the Conversion Sharesexecution of such Transaction Document, have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designation by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and, when executed and delivered, the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the Warrant Shares have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyEscrow Agreement, the “Pledge and Escrow Agreement, and any related agreements (collectively the "Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Units and the underlying shares of Common Stock comprising the Unit and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, have been, or will be at the reservation for issuance and time of execution of such Transaction Document by the issuance of the Conversion SharesCompany, have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform remedies and, with respect to any of the Company’s obligations under rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent Instructions, Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesShares pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreements, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement and any related agreements, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares, the Warrants (as defined herein below), or shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the SecuritiesConvertible Debentures, the Conversion Shares and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debenture, and the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSeries A Preferred Stock, and the Irrevocable Transfer Agent InstructionsWarrants, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the “Transaction Documents”) and to issue the Securities shares of Series A Preferred Stock contained in the Units (the “Shares”) and the Warrants, and Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesShares, the reservation for issuance and the issuance of the Conversion Shares, the Warrants and the Warrant Shares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material times approval from the shareholders of the Company for the directors to exercise any power of the Company to issue Ordinary Shares: (ia) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to allot and issue the Securities Shares in accordance with the terms hereof and thereof, ; and (iib) the execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, ) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors. This Agreement and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the “Transaction Documents” means, collectively, this Agreement, each Advance Notice delivered pursuant to this Agreement and such other agreement or instrument designated by the parties in writing as a Transaction Document, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent InstructionsRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereof and thereof, . (iiII) the The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesSecurities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders, shareholders. (iiiIII) the The Transaction Documents have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designation by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and, when executed and delivered, the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent Instructions, Warrant Amendment and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, the reservation for issuance Common Shares and the issuance amendment of the Conversion SharesWarrants, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute Company and constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except and (iv) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generallythe Closing, the enforcement of creditors’ rights Warrant Amendment shall have been duly executed and remedies. The authorized officer delivered by the Company and shall constitute the valid and binding obligation of the Company executing the Transaction Documents knows of no reason why enforceable against the Company cannot perform any of the Company’s obligations under the Transaction Documentsin accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Common Stock in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Common Stock exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Common Stock) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) . This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each of the Company executing the Transaction Documents knows of no reason why the Company cannot perform other agreements and instruments entered into or delivered by any of the Company’s obligations under parties hereto in connection with the Transaction Documentstransactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory NoteRegistration Rights Agreement, Warrant Agreement and the Irrevocable Transfer Agent InstructionsDebenture Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction DocumentsTRANSACTION DOCUMENTS”) ), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debenture, and the Irrevocable Transfer Agent InstructionsSecurity Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteDebentures, and the Warrants, the Irrevocable Transfer Agent Instructions, the Amendments and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “"Transaction Documents”") and to issue the Securities and amend the Amended Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company Company, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, Note and each of all other documents and agreements to which it is a party contemplated thereby or necessary or desirable to effect the other agreements entered into by the parties hereto in connection with the transactions transaction contemplated by this Agreement thereby (collectively, collectively the “Transaction Documents”) and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Notes have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreements, the Issuer Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has and Helix Wind, as applicable, each have the requisite corporate power and authority to enter into and perform its respective obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent InstructionsGuaranty, the Security Agreements, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of the Transaction Documents by the Company and Helix Wind, as applicable, and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Securities and the reservation for issuance and the issuance of the Conversion Shares, have been duly authorized by the Company’s Board and Helix Wind’s Boards of Directors and no further consent or authorization is required by the Company, its Board Helix Wind, their Boards of Directors or its their stockholders, (iii) the Transaction Documents have been duly executed and delivered by the CompanyCompany and Helix Wind, as applicable, (iv) the Transaction Documents constitute the valid and binding obligations of the Company and Helix Wind, as applicable, enforceable against the Company and Helix Wind, as applicable, in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of , and (v) the Company executing Company’s and Helix Wind’s signatory has full corporate or other requisite authority to execute the Transaction Documents knows of no reason why and to bind the Company cannot perform any of the Company’s obligations under the Transaction Documentsand Helix Wind, as applicable.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Warrants, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debenture and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, the Registration Rights Agreement (in the form attached hereto as “Exhibit B”) , and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the shares of Conversion SharesStock, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent Instructions, Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Preferred Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion thereof, any Dividend Shares with respect thereto and any shares of Common Stock issued as payment of Registration Delay Payments (as defined in the Registration Rights Agreement), have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company cannot perform any of the Company’s obligations under the Transaction Documentsin accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreements, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteInvestor Registration Rights Agreement, and the Irrevocable Transfer Agent InstructionsAgreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent InstructionsInvestment Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Ordinary Shares in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Ordinary Shares exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Ordinary Shares, ) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) . This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each of the Company executing the Transaction Documents knows of no reason why the Company cannot perform other agreements and instruments entered into or delivered by any of the Company’s obligations under parties hereto in connection with the Transaction Documentstransactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, Escrow Agreement and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the “"Transaction Documents”") and to issue the Securities Convertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Irrevocable Transfer Agent InstructionsInvestor Registration Rights Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Warrants (as defined herein) and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, the Officer Pledge Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteTransaction Documents, and the Irrevocable Transfer Agent Instructionsany related agreements, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents and any related agreements have been duly executed and delivered by the Company, (iv) the Transaction Documents and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under to the Transaction DocumentsBuyer.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent InstructionsRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof, . (ii) the The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesSecurities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders, shareholders. (iii) the The Transaction Documents have been duly and validly executed and delivered by the Company, . REPRESENTATIONS AND WARRANTIES OF THE COMPANY - continued (iv) the The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Ordinary Shares, ) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, shareholders (iii) except as otherwise contemplated by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each of the Company executing the Transaction Documents knows of no reason why the Company cannot perform other agreements and instruments entered into or delivered by any of the Company’s obligations under parties hereto in connection with the Transaction Documentstransactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent InstructionsEscrow Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyAgreement, the “Warrants (as defined below) and any related agreements (collectively the "Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Notes, the Debenture, the Investor Registration Rights Agreement, Warrants and the Irrevocable Transfer Agent Instructions, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Notes and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Notes and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debenture, and the Irrevocable Transfer Agent Instructions, the Warrant, the Security Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory NoteDebenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Stock Transfer Agent Agreement and the Irrevocable Transfer Agent InstructionsDebenture Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction DocumentsTRANSACTION DOCUMENTS”) ), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge Agreements, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Units and the underlying shares of Common Stock comprising the Unit and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, have been, or will be at the reservation for issuance and the issuance time of the Conversion Sharesexecution of such Transaction Document by Company, have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform remedies and, with respect to any of the Company’s obligations under rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent InstructionsEscrow Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteInvestor Registration Rights Agreement, and the Irrevocable Transfer Agent InstructionsAgreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent Instructions, Escrow Agreement and each of the other agreements entered into by the parties and documents that are exhibits hereto in connection with or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated by this Agreement hereby or thereby (collectively, the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) 4.2.1 The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent InstructionsRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . 4.2.2 The execution and delivery of the Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesSecurities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders, (iii) the shareholders. 4.2.3 The Transaction Documents have been duly and validly executed and delivered by the Company, (iv) the . 4.2.4 The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Registration Rights Agreement (collectively, the “Equity Line Transaction Documents”) ), and at any time during the Agreement after the Effective Date, to issue the Securities in accordance with the terms hereof and thereof, . (iiII) the The execution and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion SharesSecurities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and shareholders, and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders, shareholders. (iiiIII) the The Equity Line Transaction Documents have been duly and validly executed and delivered by the Company, . (ivIV) the The Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement and any related agreements, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements knows of no reason why the Company cannot file the registration statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyany related agreements, the “Transaction Documents”) and to issue the Securities Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Irrevocable Transfer Agent Instructions (as defined herein) and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents Irrevocable Transfer Agent Instructions and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Irrevocable Transfer Agent Instructions and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing this Agreement, the Transaction Documents Irrevocable Transfer Agent Instructions and any related agreements knows of no reason why the Company cannot perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) . To its knowledge the execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Ordinary Shares, ) have been or (with respect to consummation) will be duly authorized by the Company’s Board board of Directors directors (or a committee thereof) and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each of the Company executing the Transaction Documents knows of no reason why the Company cannot perform other agreements and instruments entered into or delivered by any of the Company’s obligations under parties hereto in connection with the Transaction Documentstransactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent InstructionsInstructions (as defined in Section 5), the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Notes and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (except such stockholder approval as may be required for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date pursuant to the rules of the Nasdaq National Market), (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Agreements to which it is a party and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Notes, and the Warrants, the Security Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent Instructions, Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Statement of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Statement of no reason why Designations has been filed with the Secretary of State of the State of Texas and will be in full force and effect, enforceable against the Company cannot perform any of the Company’s obligations under the Transaction Documentsin accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, Transaction Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures. the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteWarrants, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto Instructions (as defined in connection with the transactions contemplated by this Agreement Section 8) (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the SecuritiesCommon Shares, the Repricing Rights and the Warrants and the reservation for issuance and the issuance of the Conversion SharesWarrant Shares and the Repricing Common Shares issuable upon exercise of the Warrants and the Repricing Rights, respectively, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders generally (other than the consent of the stockholders that may be required by the applicable rules of the Nasdaq Stock Market, Inc.), (iii) this Agreement has been, and upon execution by the Company and delivery of the other Transaction Documents, such other Transaction Documents will have been duly executed and delivered by the Company, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the other Transaction Documents, such other Transaction Documents will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Mortgage, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s 's Board of Directors (the "Board") and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrant, the Irrevocable Transfer Agent Instructions, Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Shares have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent InstructionsInvestment Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyAgreement, the “Escrow Agreement and any related agreements (collectively the "Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Irrevocable Transfer Agent Instructions, Agreement and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance Convertible Debentures and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why arising from a lack of corporate power or authority that would prevent the Company cannot from being in a position to file a registration statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch document.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteWarrants, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto Instructions (as defined in connection with the transactions contemplated by this Agreement Section 8) (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the SecuritiesCommon Shares, the Repricing Rights and the Warrants and the reservation for issuance and the issuance of the Conversion SharesWarrant Shares and the Repricing Common Shares issuable upon exercise of the Warrants and the Repricing Rights, respectively, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders generally (other than the consent of the stockholders that may be required by the applicable rules of the Nasdaq Stock Market, Inc., (iii) this Agreement has been, and upon execution by the Company and delivery of the other Transaction Documents, such other Transaction Documents will have been duly executed and delivered by the Company, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the other Transaction Documents, such other Transaction Documents will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Shares have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s 's other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Escrow Agreement and the Irrevocable Transfer Agent Instructions, and each of the all other agreements entered into by the parties hereto in connection with documents necessary or desirable to effect the transactions contemplated by this Agreement hereby (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Notes, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Promissory Note, Registration Rights Agreement and the Irrevocable Transfer Agent InstructionsForm of Debenture Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Securities, limitation the reservation for issuance and the issuance of the Conversion SharesDebentures pursuant to this Subscription Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent InstructionsInstructions (as defined in Section 5), the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Notes and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares and the Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into into, execute, deliver and to consummate the transactions and perform its obligations under contemplated by this Agreement, the Promissory NoteWarrants, and the Irrevocable Transfer Agent InstructionsInvestor Rights Agreement, the Shareholder Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. All corporate action on the part of the Company, (ii) its officers, directors and stockholders necessary for the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares, have been duly authorized by the Company’s Board of Directors taken, and no further consent thereto or authorization thereof is required by the Company, its Board of Directors or its stockholders, (iii) the . The Transaction Documents have been duly executed and delivered by the Company, (iv) the . The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer Company is not in violation of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documentsprovisions of its Articles of Incorporation or Bylaws (each as defined herein).

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Irrevocable Transfer Agent InstructionsRoyalty Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, Agreement and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Notes have been duly authorized by the Company’s Board of Directors (the “Board”) and no further consent or authorization is required by the Company, its the Board of Directors or its the Company’s stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement, and the Irrevocable Transfer Agent Instructions, Instructions (as defined in Section 7(a)(x)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue issue, sell and deliver the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion thereof and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Designations has been filed with the Secretary of State of the State of Florida and will be in full force and effect, enforceable against the Company cannot perform any of the Company’s obligations under the Transaction Documentsin accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteConvertible Debentures, and the Warrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, Shares have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Documents, and the Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, and each of any related agreements (collectively the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Registration Rights Agreement or perform any of the Company’s 's other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Transaction Documents (collectively, the “Transaction Documents”as defined below) to which it is a party and to issue the Securities Notes and the Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesNotes have been, or will be at the reservation for issuance and the issuance time of the Conversion Sharesexecution of such Transaction Document, have been duly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders, (iii) each of the Transaction Documents have been to which it is a party will be duly executed and delivered by the Company, (iv) the Transaction Documents to which it is a party when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of “Transaction Documents” means this Agreement, the Company executing the Transaction Documents knows of no reason why the Company cannot perform Notes, or any of the Company’s obligations under other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Transaction Documentstransactions contemplated hereby.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteSecurity Agreement, and the Investor Registration Rights Agreement, the Irrevocable Transfer Agent InstructionsAgreement, the Escrow Agreement, the Pledge and Escrow Agreement, and each of the other any related agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction Documents”) and to issue the Securities Convertible Debenture and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the SecuritiesConvertible Debenture, the Conversion Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documentssuch documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The ---------------------------------------------------------------- Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory NoteRegistration Rights Agreement and any related agreements, and the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Series A Preferred Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities, Series A Preferred Shares and the reservation for issuance and the issuance of the Conversion SharesShares issuable upon conversion or exercise thereof, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer , and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Nevada and will be in full force and effect, enforceable against the Company cannot perform any of the Company’s obligations under the Transaction Documentsin accordance with its terms.