Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company or any Subsidiary in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and each of the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Warrants, the ("Transaction Documents") and to consummate issue and sell the transactions contemplated by each of Securities in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Company corporate action, and no further action consent or authorization of the Company, its Board of Directors or stockholders is required required. When executed and delivered by the Company in connection therewith. Each Company, each of the Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will Documents shall constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and each of the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents herein and otherwise to carry out its obligations thereunderhereunder, subject to consents and waiver of anti dilution provisions of various existing shareholders. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies remedies, or by (ii) laws relating to the availability of specific performance, injunctive relief or other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Note, and the Warrants (all such documents together with all amendments, schedules, exhibits, annexes, supplements and related items, to consummate each such document shall hereinafter be collectively referred to as, the transactions contemplated by each of the “Transaction Documents and otherwise to carry out its obligations thereunderDocuments”). The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated thereby in, have been duly and validly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithcorporate action. Each The Transaction Document has been (or upon delivery will have been) duly executed by the Company andDocuments, when delivered in accordance with the terms hereofexecuted and delivered, will constitute the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor’s rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company Corporation has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company Corporation and the consummation by it the Corporation of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company Corporation and no further action is required by the Company Corporation in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company Corporation and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company Corporation enforceable against the Company Corporation in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further corporate action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue the transactions contemplated by each of Stock in accordance with the Transaction Documents terms hereof and otherwise to carry out its obligations thereunder. The execution thereof, (ii) the execution, issuance and delivery of each of this Agreement and the Transaction Documents Common Stock by the Company Company, and the consummation by it the Company of the transactions contemplated thereby hereby, have been duly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, (iii) this Agreement has been duly executed and no further action is required delivered by the Company in connection therewith. Each Transaction Document has been (or Company, and upon execution, issuance and delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the thereof shall be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and each of the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company Company. This Agreement and no further action is required by each of the Company in connection therewith. Each other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereafter will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents Documents”), and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and the Transaction Document Documents has been (or upon delivery will have been) duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general applicationapplication and except that rights to indemnification and contribution may be limited by Federal or state securities laws or public policy relating thereto.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Subscription Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents this Subscription Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document This Subscription Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate and other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company it in connection therewithwith such authorization. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents hereby and otherwise to carry out its obligations thereunderhereunder. The execution and delivery of each of the Transaction Documents by the Company hereof and the consummation by it the Company of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document This Agreement, the Promissory Note and Warrant has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, and the Warrant (all such documents together with all amendments, schedules, exhibits, annexes, supplements and related items, to consummate each such document shall hereinafter be collectively referred to as, the transactions contemplated by each of the “Transaction Documents and otherwise to carry out its obligations thereunderDocuments”). The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated thereby in, have been duly and validly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithcorporate action. Each The Transaction Document has been (or upon delivery will have been) duly executed by the Company andDocuments, when delivered in accordance with the terms hereofexecuted and delivered, will constitute the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement (all such documents together with all amendments, schedules, exhibits, annexes, supplements and related items, to consummate each such document shall hereinafter be collectively referred to as, the transactions contemplated by each of the “Transaction Documents and otherwise to carry out its obligations thereunderDocuments”). The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated thereby therein, have been duly and validly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithcorporate action. Each The Transaction Document has been (or upon delivery will have been) duly executed by the Company andDocuments, when delivered in accordance with the terms hereofexecuted and delivered, will constitute the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each of Shares in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (This Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunderOffering. The execution and delivery of each of this Agreement, the Transaction Documents Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company in connection therewithCompany, other than the Required Approvals (as defined below). Each Transaction Document has been (or upon delivery will have been) duly executed by This Agreement, the Company andRegistration Rights Agreement and the Warrants, when executed and delivered in accordance with the terms hereof, will each constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable generally and general principles of general applicationequity.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each of Shares in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (This Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out perform its obligations thereunderunder this Agreement and the other Transaction Documents. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent that stockholder approval would be required to remove the Exchange Cap (as defined in the Note). Each of this Agreement and no further action is required the other Transaction Documents has been duly executed and delivered by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue all Shares and Warrants in accordance with the transactions contemplated by each of the Transaction Documents terms hereof and otherwise to carry out its obligations thereunderthereof. The execution and delivery of each of this Agreement and the Transaction Documents Warrants by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been and no further action is required the Warrants will be duly executed and delivered by the Company in connection therewithCompany. Each Transaction Document has been (or upon delivery will have been) duly executed by This Agreement constitutes and the Company and, when delivered in accordance with the terms hereof, Warrants will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Company has the requisite corporate power and corporate authority to enter into and to consummate the transactions contemplated by each of perform its obligations under the Transaction Documents and otherwise to carry out its obligations thereunder. The issue the Draw Down Shares, (ii) the execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and no further action is required (iii) the Transaction Documents have been duly executed and delivered by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will and shall constitute the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general applicationapplication and as any rights to indemnity or contribution thereunder may be limited by public policy considerations.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company Company, its board of directors or its stockholders in connection therewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue the transactions contemplated by each of Shares in accordance with the Transaction Documents and otherwise to carry out its obligations thereunder. The terms hereof, (ii) the execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company and no further action or its Board of Directors or stockholders is required except as contemplated by Section 10 of Schedule I hereto, (iii) this Agreement has been duly executed and delivered by the Company in connection therewith. Each Transaction Document has been Company, and (or upon delivery will have beeniv) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application. The Company's executive officers and directors have studied and fully understand the nature of the securities being sold hereunder, and recognize that they have a potential dilutive effect.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of perform the Transaction Documents and otherwise to carry out its obligations thereunderissue and sell the Securities to be issued by the Company in accordance with the terms hereof. The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Company corporate action, and no further action consent or authorization of the Company, its board of directors or stockholders is required required. When executed and delivered by the Company in connection therewith. Each Company, the Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will Documents shall each constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor’s rights and remedies or by other equitable principles of general application. The Company’s board of directors, or an authorized committee thereof, adopted, resolutions approving the transactions contemplated by the Transaction Documents, including the issuance of the Securities to be issued by the Company pursuant to this Agreement.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by has taken all necessary requisite action on the part of the Company Company, its officers, directors and no further action is required by stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company in connection therewithhereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate and other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company or any Subsidiary in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereofits terms, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue all Shares and Warrants in accordance with the transactions contemplated by each of the Transaction Documents terms hereof and otherwise to carry out its obligations thereunderthereof. The execution and delivery of each of this Agreement and the Transaction Documents Warrants by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholder is required. This Agreement has been and no further action is required the Warrants will be duly executed and delivered by the Company in connection therewithCompany. Each Transaction Document has been (or upon delivery will have been) duly executed by This Agreement constitutes and the Company and, when delivered in accordance with the terms hereof, Warrants will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby shall have been duly authorized by all necessary action on the part of the Company and no further action is shall be required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, and when delivered in accordance with the terms hereofhereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.. EXHIBIT 10.68

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies remedies, (ii) laws relating to the availability of specific performance, injunctive relief or by other equitable principles of general applicationapplication or (iii) with respect to the indemnification provisions of the Registration Rights Agreement, public policy.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Documents, and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of the Transaction Document Documents has been (or upon delivery will have been) duly executed by the Company and, when delivered (or filed, as the case may be) in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, of creditors’ ' rights and remedies or by other equitable principles principals of general application. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate of incorporation, by-laws or other charter documents.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement by and among the Company and the Purchasers and to consummate issue and sell the Shares in accordance with the terms hereof and to complete the transactions contemplated by each herein. The execution, delivery and performance of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Company corporate action, and no further action consent or authorization of the Company, its Board of Directors or stockholders is required required. When executed and delivered by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company andCompany, when delivered in accordance with the terms hereof, will this Agreement shall constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Amendment and otherwise to carry out its obligations thereunderhereunder. The execution and delivery of each of the Transaction Documents by the Company of this Amendment and the consummation by it of the transactions contemplated thereby hereunder have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company in connection therewithor its Board of Directors or shareholders. Each Transaction Document This Amendment has been (or upon delivery will have been) duly executed by the Company and, and when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating toinsolvency and the relief of debtors, or affecting generally the enforcement of(ii) rules of law governing specific performance, creditors’ rights and remedies injunctive relief or by other equitable principles of general applicationremedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and each of the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.. (c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions Transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions Transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out perform its obligations thereunder. under this Agreement and to issue the Offered Securities in accordance with the terms hereof The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby, including the issuance of the Offered Securities, have been duly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required.. This Agreement and no further action is required each of the Notes, when executed and delivered by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company andCompany, when delivered in accordance with the terms hereof, will constitute the constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, liquidation reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general applicationapplication and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

Authorization; Enforcement. The Company has the requisite corporate and other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement to which it is a party and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents this Agreement, by the Company and the consummation by it the Company of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company in connection therewithwith such authorization. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company Company, enforceable against the Company each in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Legal Requirement relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company Company. This Agreement and no further action is required by each of the Company in connection therewith. Each other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereafter will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company Buyer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Transactions and otherwise to carry out its obligations thereunderunder the Transactional Documents. The execution and delivery of each of the Transaction Documents by the Company Buyer and the consummation by it of the transactions contemplated thereby Transactions have been duly authorized by all necessary action on the part of the Company Buyer and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company Buyer and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company Buyer enforceable against the Company Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate perform the transactions contemplated by each of hereby and to issue the Transaction Documents Placement Shares in accordance with the terms hereof and otherwise to carry out its obligations thereunderthereof. The execution execution, delivery and delivery of each of the Transaction Documents performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on corporate action, and no further consent or authorization of the part Company, its Board of Directors or its shareholders is required. This Agreement has been duly executed and delivered by the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor’s rights and remedies or by other equitable principles of general applicationapplication (including any limitation of equitable remedies).

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and each other Transaction Document and to consummate the transactions contemplated by each of the Transaction Documents hereby and thereby and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue the transactions contemplated by each of Securities in accordance with the Transaction Documents terms hereof and otherwise to carry out its obligations thereunder. The thereof, (ii) the execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part Company's Board of the Company Directors and no further action consent or authorization of the Company, its Board of Directors, or its stockholders is required required, (iii) this Agreement has been duly executed and delivered by the Company in connection therewith. Each Transaction Document has been Company, and (or upon delivery will have beeniv) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute this Agreement constitutes the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate and other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents Documents, by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company Company, and no further action is required by the Company in connection therewithwith such authorization. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Legal Requirement relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.. _GDE_ initials -8- __TWH_ initials

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue all Shares and Warrants in accordance with the transactions contemplated by each of the Transaction Documents terms hereof and otherwise to carry out its obligations thereunderthereof. The execution and delivery of each of this Agreement and the Transaction Documents Warrants by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part corporate action, and no further consent: or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been and no further action is required the Warrants will be duly executed and delivered by the Company in connection therewithCompany. Each Transaction Document has been (or upon delivery will have been) duly executed by This Agreement constitutes and the Company and, when delivered in accordance with the terms hereof, Warrants will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company , enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate -------------------------- power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each of Shares in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (This Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application, or the Rules and Regulations of the Securities and Exchange Commission.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcybankruptcy , insolvency, reorganizationreorganization , moratoriummoratorium , liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the Transaction Documents Warrants, the Notes, the Registration Rights Agreement, and otherwise to carry out its obligations hereunder and thereunder. This Agreement, the Notes, the Registration Rights Agreement and the Warrants are collectively referred to as the “Transaction Documents”. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have has been duly authorized by all necessary requisite corporate action on the part of the Company Company, and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, Documents will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each Preferred Stock in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents Agreement by the Company and the consummation by it them of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (The Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor’s rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (The Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents Document and to otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewithCompany. Each of this Agreement and each of the other Transaction Document Documents has been (or upon delivery will have been) be duly executed by the Company and, and when delivered in accordance with the terms hereof, hereof or thereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each of Security in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly and validly authorized by all necessary action on the part corporate action, and no further consent or authorization of the Company or its Board of Directors or shareholders is required. This Agreement has been duly executed and no further action is required delivered by the Company in connection therewithCompany. Each Transaction Document has been (This Agreement constitutes, or upon delivery will have been) duly shall constitute when executed by the Company andand delivered, when delivered in accordance with the terms hereof, will constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor’s rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Xxxx of Sale (collectively, the "Transaction Documents"), and to consummate issue and sell the transactions contemplated by each of Securities in accordance with the Transaction Documents and otherwise to carry out its obligations thereunderterms hereof. The execution execution, delivery and delivery of each performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Company corporate action, and no further action consent or authorization of the Company, its Board of Directors or stockholders is required required. When executed and delivered by the Company in connection therewith. Each Company, each of the Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will Documents shall constitute the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunderOffering. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company Company, its directors and stockholders, and no further consent or action is required by the Company in connection therewithCompany, other than the Required Approvals (as defined below). Each This Agreement and each other Transaction Document has been (or upon delivery will have been) duly executed by the Company andDocument, when executed and delivered in accordance with the terms hereof, will each constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable generally and general principles of general applicationequity.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company Company, its Board of Directors or its stockholders in connection therewith. Each Transaction Document This Agreement has been (or upon delivery will have beenbe) duly executed by the Company andand is, or when delivered in accordance with the terms hereof, will constitute constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar other laws of general application relating to, to or affecting generally the enforcement ofof creditors rights generally, creditors’ rights and remedies or by (ii) the effect of rules of law governing the availability of specific performance and other equitable principles of general applicationremedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to consummate issue and sell the transactions contemplated by each of Note(s) and the Transaction Documents and otherwise to carry out its obligations thereunderRegent Warrants in accordance with the terms hereof. The execution execution, delivery and delivery performance of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Company corporate action, and no further action consent or authorization of the Company, its Board of Directors, stockholders, or any other person is required required. This Agreement has been duly executed and delivered by the Company in connection therewithCompany. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ creditor's rights and remedies or by other equitable principles of general application.