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, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the execution and delivery by the Company of each of the Transaction Documents 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 time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 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.

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 Warrants and each of the other agreements Registration Rights Agreement, (collectively, the "Closing Agreements") to issue, sell and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable perform its obligations with respect to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Units and to issue the Securities Warrant Shares in accordance with the terms hereofhereof and the 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 Closing Agreements by the Company of each of the Transaction Documents 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 Warrant Shares upon exercise of the Warrants have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholdersshareholders, (iii) each of the Transaction Documents will be Closing Agreements have been duly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will 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.

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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction DocumentDocuments, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction DocumentDocuments, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents 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.

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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 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.

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 Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each 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 Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents this Agreement and, when executed and delivered by delivered, the Company and each other party thereto will 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.

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 Convertible Debenture, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Warrant and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof 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 Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 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 Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 will be duly executed and delivered by the Company, ; and (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.

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 and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof 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 Securities, the reservation for issuance and the issuance of the shares of Conversion Stock, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 will be duly executed and delivered by the Company, and (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.

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, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) , and to issue the Securities Debentures in accordance with the terms hereofhereof 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, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (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.

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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 AgreementNote, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Note and Incentive Debenture in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of the Note by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Incentive Debenture pursuant to this Note, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be Note has been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute Note constitutes 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. ***** Any misrepresentations shall be considered a breach of contract and Default under this Agreement and the Holder may seek to take actions as described under Section 6 of this Agreement.

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, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (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 hereofhereof 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 Convertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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.

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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of Escrow Agreement, the other Officer Pledge Agreement, and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under such 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 Security Agreement, the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each 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 Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents this Agreement and, when executed and delivered by delivered, the Company and each other party thereto will 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.

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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Common Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 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.

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 Irrevocable Transfer Agent Instructions (as defined in Section 5), the Exchange Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof, (ii) the hereof and thereof. 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, including without limitation, limitation the issuance of the Securities Exchange Warrants and the reservation for issuance and the issuance of the Exchange Warrant Shares issuable upon exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Executive Committee of the Company’s 's Board of Directors, Directors which authority has been duly delegated to the Executive Committee by the Company's Board of Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the . The Transaction Documents will be have been duly executed and delivered by the Company. This Agreement and, (iv) the Transaction Documents when executed and delivered by delivered, the Company and each other party thereto will 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.

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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Security Agreement, the Subsidiary Security Agreement, and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of 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 Shares issuable upon conversion thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the . The Transaction Documents will be have been duly executed and delivered by the Company. This Agreement and the Registration Rights Agreement and, (iv) the Transaction Documents when executed and delivered by delivered, the Company and each other party thereto will 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.

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, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents 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 Notes have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents 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 moratorium or other similar laws relating to, now or hereafter in effect related to laws affecting generally, the enforcement of creditors’ rights generally, including the effect of statutory and remedies.other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity)..

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, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) to which it is a party and to issue the Securities Notes (and the Common Stock, including the Common Stock underlying the Conversion Warrants and Conversion Unit Warrants) in accordance with the terms hereofhereof 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 Notes (and the Common Stock, including the Common Stock underlying the Conversion Warrants and Conversion Unit Warrants) and the reservation for issuance of the Conversion Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents 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.

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 Debenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Irrevocable Transfer Agent Agreement and the Debenture Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereofhereof 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, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (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.

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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge, Escrow Agreement, the Warrant, and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof, 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 Convertible Debentures and the Conversion Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be have been 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(s) 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 such 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 Escrow Agreement and each of the all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (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 hereofhereof 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 Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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.

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 Debenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Stock Transfer Agent Agreement and the Debenture Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereofhereof 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, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (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.

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 Debenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Collateral Agreement and the Debenture Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereofhereof 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, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (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.

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, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (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 hereofhereof 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 Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-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 Registration Rights Agreement and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of the Transaction Documents, the Articles of Amendment and the Warrants by the Company of each of the Transaction Documents 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 Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be and the Warrants have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will Warrants 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, and (v) prior to the Closing Date, the Articles of Amendment 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 in 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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents 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 Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement and delivered by the Company and each other party thereto will 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in 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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization 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 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.

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 Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, and each of the other any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under such 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 and the Registration Rights Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Series A Preferred Shares and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement and the Registration Rights Agreement by the Company of each of the Transaction Documents 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 Shares issuable upon conversion thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, except that, as provided in the Certificate of Designations, the issuance of certain Conversion Shares may be restricted in the absence of stockholder approval in accordance with Rule 4460(i) promulgated by the NASD, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement have been duly executed and delivered by the Company, (iv) this Agreement and the Transaction Documents when executed and delivered by the Company and each other party thereto will Registration Rights Agreement 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate limited liability company power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or and thereby (collectively, the “Transaction Documents”) and to issue the Securities ), in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance consummation of the Securities Merger, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, ; and (iv) each of 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 remediesremedies and, with respect to any 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, Agreement and each of the all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (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 hereofhereof 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 Convertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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.

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 Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of the other Escrow Agreement and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under such 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and each of Escrow Agreements, the other Issuer Pledge and Escrow Agreement, and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect (collectively the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such 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 Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Notes, the Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofthereof, (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, including without limitation, limitation the issuance of the Securities Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will 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.

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, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Conversion Shares in accordance with the terms hereofof the Convertible Debentures and the shares of Common Stock underlying the Warrants upon exercise thereof (the “Warrant Shares”), (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 Convertible Debentures, the Warrants, the reservation for issuance and the issuance of the Conversion Shares upon conversion of the Convertible Debentures, and the reservation for issuance and the issuance of the Warrant Shares upon exercise of the Warrants have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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.

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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and each of Escrow Agreements, the other Issuer Pledge and Escrow Agreement, and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect (collectively the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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 file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents. (c)

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 Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Debentures, the Conversion Shares, the Warrants, and the Warrant Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Warrants and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Debentures and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement, the Transaction Documents will be Registration Rights Agreement, the Warrants, and any related agreements have been duly executed and delivered by the Company, and (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement, the Warrants, and delivered by the Company and each other party thereto will 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.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries (as applicable) has the requisite corporate or other organizational power and authority to enter into execute the Transaction Documents to which it is a party, to issue and sell the Note and the Warrant pursuant hereto (in the case of the Company), and to perform its obligations under the Transaction Documents to which it is a party, including issuing the Investor Shares on the terms set forth in this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the . The execution and delivery by the Company of each of the Transaction Documents by the Company and, as applicable, its Subsidiaries and the consummation by it of the transactions contemplated hereby issuance and thereby, including, without limitation, the issuance sale of the Securities by the Company pursuant hereto, including without limitation the reservation of the Investor Shares for future insuance, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s Board of Directors, Directors and any similar governing body of a Subsidiary and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its Subsidiaries, their respective Board of Directors or its stockholdersother governing bodies, (iii) each of the their respective stockholders or any other Person in connection therewith. The Transaction Documents will be have been duly and validly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other Obligors party thereto will and constitute the valid and binding obligations of the Company each Obligor, enforceable against the Company such Obligor 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 laws Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

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 Warrant and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect Registration Rights Agreement (collectively, the transactions contemplated hereby or thereby (the “Transaction Documents”) and "Closing Agreements"), to issue and sell the Securities Common Stock in accordance with the terms hereof, and to issue the Warrant Shares upon the exercise of the Warrants, in accordance with the terms and conditions of the Warrants, (ii) the execution and delivery of the Closing Agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby described herein and therebytherein, including, without limitation, the issuance of the Securities Common Stock and the Warrants and the reservation for issuance and the issuance of the Warrant Shares upon exercise of the Warrants have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholdersstockholders under the Delaware General Corporation Law, the Company's Certificate of Incorporation or otherwise, and, (iii) each of the Transaction Documents will be Closing Agreements have been 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.

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 Notes, the Warrants, the Security Documents, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof 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 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, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors (“Board of Directors, ”) and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been 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. Securities Purchase Agreement