Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and Note as well as the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion of the Note) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsits shareholders, or the Company's stockholders its debt holders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors Directors, except for the Stockholder Approval (as defined in Section 4(m)) and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Convertible Securities and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsCertificate of Designation, the Incentive Warrants and the Registration Rights Agreement Agreement, the Convertible Securities and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Convertible Securities and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsCertificate of Designation, the Incentive Warrants and the Registration Rights Agreement, the Convertible Securities and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company; , and (iv) each of this Agreement and the Certificate of Designation constitutes, and, and upon execution and delivery by the Company of the Prepaid Registration Rights Agreement and the Warrants, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the -------------------------- all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents, to issue and sell the Units in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or any committee of the Board of DirectorsDirectors is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreementother Transaction Documents, such agreements Transaction Documents will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its obligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company's stockholders.

Authorization; Enforcement. (i) The Company has the all requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of Directors except for the Board of Directors, or the Company's stockholders is required Stockholder Approval (under Rules 4310(c)(25)(Has defined in Section 4(m)) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Note, Conversion Shares, and the Registration Rights Agreement Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and Note, Warrants, as well as the issuance and reservation for issuance of the Warrant SharesConversion Shares and Exercise Shares issuable upon conversion of the Note and/or exercise of the Warrants) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsits shareholders, or the Company's stockholders its debt holders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their terms.. ​

Authorization; Enforcement. (i) The Company has the all requisite corporate -------------------------- power and authority to file and perform its obligations under the Certificate of Designations and to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement, Agreement and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Preferred Shares and the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered and the Series I Certificate of Designation has been duly filed by the Company and, as of the Second Closing, the Series II Certificate of Designation will be duly filed by the Company; , and (iv) each of this Agreement and the Series I Certificate of Designation constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Registration Rights Agreement and the Registration Rights Agreement, filing of the Series II Certificate of Designation by the Company such agreements instrument will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the ___________________________ as all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, the Incentive Warrants Registration Rights Agreement and the Registration Rights Agreement, warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise of or otherwise pursuant to the Preferred Shares and the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, constitutes and, upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon execution and filing of the Registration Rights AgreementCertificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNotes, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Notes and the Warrants in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (ii) the execution, delivery and performance of this Agreement, the Prepaid WarrantsNotes, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any or committee of the Board of DirectorsDirectors is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents, to issue and sell the Units Notes and Warrants in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms of such Notes (subject to obtaining the Authorized Stock Approval contemplated by Section 4(p) below) and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares (subject to obtaining the Authorized Stock Approval contemplated by Section 4(p) below) and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or any committee of the Board of DirectorsDirectors is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreementother Transaction Documents, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Notes or Warrants or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company's stockholders, except for the Authorized Stock Approval contemplated by Section 4(p) below.

Authorization; Enforcement. (i) The Company IR has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights AgreementAgreements, to issue and sell the Units Shares and the Warrants in accordance with the terms hereof, hereof and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such the Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement Warrants by the Company IR and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Prepaid Shares and the Warrants and the Incentive Warrants and the reservation for issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the CompanyIR's Board of Directors and no further consent or authorization of the CompanyIR, its Board of Directors, any committee of the Board of Directors, Directors or the Company's stockholders its shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)required; (iii) this Agreement has and the Warrants have been duly executed and delivered by the CompanyIR; and (iv) this Agreement constitutesand the Warrants constitute, and, upon execution and delivery by IR and the Company other parties thereto to the extent required of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company IR enforceable against the Company IR in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its stockholders (other than as may be required under Nasdaq Marketplace Rule 4350) is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon execution and filing of the Registration Rights AgreementCertificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Units, Preferred Shares and Warrants in accordance with the terms hereof, and to issue the Conversion Shares upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such the Certificate of Designation and the Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants and the Incentive Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and and, no further consent or authorization of the Company, its Board of Directors, any committee of the Board of or Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or Rule 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights AgreementAgreement and Warrants, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrantshereof and thereof; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights Agreement Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and Note, as well as the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion of the Note) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsits shareholders, or the Company's stockholders its debt holders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)required; (iii) this Agreement has Agreement, the Note, and the Shares (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the CompanyCompany by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, the Shares and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights AgreementShares, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights AgreementNote, and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Note and the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its ’s Board of Directors, any committee subject to the Amendment to the Company’s Certificate of Incorporation, which upon the effective date of such Amendment will increase the authorized shares of Common Stock the Company, which Amendment is subject to the Company receiving the required consent of a majority of the Board of DirectorsCompany’s shareholders to such Amendment, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and, subject to issue the adoption of necessary resolutions by the Board of Directors and sell the Units in accordance stockholders of the Company and the filing of an amendment to the Certificate of Incorporation of the Company (the "CERTIFICATE OF INCORPORATION") increasing the number of authorized shares of Common Stock with the terms hereof, Secretary of State of the State of Delaware (the "CHARTER AMENDMENT ACTIONS") to consummate the transactions contemplated hereby and thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and and, subject to the completion of the Charter Amendment Actions, the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms hereof and thereof, subject to the requirement that the Company amend its Certificate of such Warrants; Incorporation to increase its authorized common stock in an amount sufficient to reserve the Conversion Shares and the Warrant Shares (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof upon amendment to the Company’s Certificate of Incorporation increasing the authorized common stock ) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (ia) The Company has the requisite corporate power and authority to (i) enter into into, and perform its obligations under this Agreementeach of the Investment Agreements, (ii) issue, sell and perform its obligations with respect to the Prepaid Warrants, the Incentive Warrants Notes and the Registration Rights Agreement, to issue and sell the Units Warrants in accordance with the terms hereofhereof and thereof, and to (iii) issue the Warrant Note Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms and conditions of such the Notes and the Warrant Shares in accordance with the terms and conditions of the Warrants; (ii) the . The Company's execution, delivery and performance of this Agreement, each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company Investment Agreements and the consummation by it of each of the transactions contemplated hereby and thereby (including, without limitation, including the issuance of the Prepaid Warrants Purchased Securities and the Incentive Warrants and the issuance and reservation for issuance and issuance of the Notes Shares and Warrant Shares) have been duly authorized by all necessary corporate action. In connection with such authorization, the Company's Board of Directors (the "BOARD") has (x) concluded that the issuance of the Securities and no the other transactions contemplated hereby are in the best interests of the Company and its stockholders and (y) approved of the transactions contemplated hereby for purposes of Section 203 of the Delaware General Corporation Law ("SECTION 203") so that neither (A) either Purchaser nor (B) Purchasers as a group will be subject to the restrictions set forth in subsection (a) of Section 203. No further consent or authorization of the Company, the Board, or its Board of Directorsstockholders or any other person, body or agency is required with respect to any committee of the Board of Directors, transactions contemplated hereby or the Company's stockholders is required performance of its obligations hereunder or under any of the Investment Agreements (including under Rules 4310(c)(25)(H) or 4460(i) promulgated by rules of the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement . Each of the Investment Agreements has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company . Each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constituteInvestment Agreements constitutes a legal, valid and binding obligations obligation of the Company enforceable against the Company Company, in accordance with their its terms.

Authorization; Enforcement. (i) The Except as set forth in Schedule 3(b), the Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debentures and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsWarrant, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsWarrant, the Incentive Warrants and the Registration Rights Agreement Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and Warrant, as well as the issuance and reservation for issuance of the Warrant SharesExercise Shares issuable upon exercise of the Warrant) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsits shareholders, or the Company's stockholders its debt holders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsWarrant, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and, subject to issue the adoption of necessary resolutions by the Board of Directors and sell the Units in accordance with stockholders of the terms hereof, Company to consummate the transactions contemplated hereby and thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and and, the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and except for the Stockholder Approval (as defined in Section 4(m)), no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Note, and Warrants, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this AgreementAgreement the Note, the Prepaid Warrants, the Incentive and Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Note and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Conversion Shares, and Warrants Shares (as defined in the Warrants)issuable upon conversion and exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive and Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and, subject to issue the adoption of necessary resolutions by the Board of Directors and sell the Units in accordance with stockholders of the terms hereof, Company to consummate the transactions contemplated hereby and thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and and, subject to the completion of the Charter Amendment Actions, the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, Warrant and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Note, and the Incentive Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares, and Warrant SharesShares (as defined in the Warrant) issuable upon conversion and exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants Warrant, and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.. SPA – PRLX, T1, 2019-02-27

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Statement of Designation and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of DirectorsDirectors or, or except as set forth on SCHEDULE 3(B), the Company's stockholders shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights Agreement, Warrant and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsIssuance Shares, the Incentive Warrants Note, the Warrant and (if applicable) the Conversion Shares and the Registration Rights Agreement Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Note, the Incentive Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise of the Note and the Warrant) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutesand the Note each constitute, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights AgreementWarrant, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures, the Warrants, and the Escrow Agreement, (collectively the "Transaction Agreements") and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; (ii) the executionhereof and thereof, subject to release from escrow. The execution and delivery and performance of this Agreement, the Prepaid Registration Rights Agreement, the Debentures, the Warrants, the Incentive Warrants Escrow Agreement, the Security Agreement, and the Registration Rights Intellectual Property Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) Shares issuable upon conversion or exercise thereof), subject to release from escrow, have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this . This Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and (iv) such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly. This Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures, the Warrants, and the Escrow Agreement, subject to release from escrow, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Securities (including, for the purpose of this representation, an aggregate of up to 18,873,016 Conversion Shares and Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableShares), in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the an aggregate of up to 18,873,016 Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (ia) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement, and to issue and sell sell, perform its obligations with respect to, the Units Convertible Securities in accordance with the terms hereof, hereof and to issue the Warrant Conversion Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms and conditions of such Warrantsthe Certificate of Designation; (iib) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants Convertible Securities and the Incentive Warrants and the issuance and reservation for issuance and issuance of the Warrant Conversion Shares) have been duly authorized by the Company's Board of Directors and all necessary corporate action and, except as set forth on SCHEDULE 3.2 hereof, no further consent or authorization of the Company, its Board board of Directorsdirectors, or its stockholders or any committee other person, body or agency is required with respect to any of the Board transactions contemplated hereby or thereby (whether under rules of Directorsthe Nasdaq National Market System ("NASDAQ"), or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iiic) this Agreement, the Registration Rights Agreement has and the Convertible Securities have been duly executed and delivered by the Company; and (ivd) this Agreement constitutesAgreement, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constituteAgreement and the Convertible Securities constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company and, with respect to each of the other Transaction Documents to which any Subsidiary is a party, each of such Subsidiaries, has the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents including, in the case of the Company, to issue and sell the Units Common Stock in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and each of its Subsidiaries, as applicable, and the consummation by it them of the transactions contemplated hereby and thereby (including, without limitation, in the case of the Company, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant SharesCommon Stock) have been duly authorized by the Company's ’s and each of its Subsidiaries’ Board of Directors Directors, as applicable, and no further consent or authorization of the CompanyCompany or any of its Subsidiaries, its Board of Directors, any committee of the Board their Boards of Directors, or the Company's stockholders any committee of their Boards of Directors is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company and each of its Subsidiaries, as applicable, of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreementother Transaction Documents, such agreements Transaction Documents will constitute, valid and binding obligations of the Company and each of its Subsidiaries, as applicable, enforceable against the Company and its Subsidiaries in accordance with their terms. Neither the execution, delivery or performance by the Company or any of its Subsidiaries of their obligations under this Agreement or the other Transaction Documents, nor the consummation by them of the transactions contemplated hereby or thereby (including, without limitation, in the case of the Company, the issuance of the Common Stock) requires any consent or authorization of the Company’s stockholders, or the Subsidiaries.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, to consummate the Prepaid Warrants, transactions contemplated by each of the Incentive Warrants and the Registration Rights Agreement, Transaction Documents to issue and sell the Units 2006 Preferred Stock in accordance with the terms hereof, hereof and to issue the Warrant Underlying Shares upon exercise exchange of the Prepaid Warrants and the Incentive Warrants, as applicable, 2006 Preferred Stock in accordance with the terms of such Warrantsthereof; (ii) the and otherwise to carry out its obligations thereunder. The execution, delivery and performance of this Agreement, each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants 2006 Preferred Stock and the issuance and reservation for issuance of the Warrant Underlying Shares) have been duly authorized by all necessary action on the Company's Board part of Directors the Company and no further consent or authorization of action is required by the Company, its Board board of Directors, directors or any committee of the Board board of Directorsdirectors, or in connection therewith other than in connection with the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of and, when delivered in accordance with the Prepaid Warrantsterms hereof, will constitute the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms. Neither the execution, delivery or performance by the Company of its obligations under the Transaction Documents, nor the consummation by it of the transactions contemplated thereby (including, without limitation, the issuance of the 2006 Preferred Stock or the issuance or reservation for issuance of the Underlying Shares) requires any consent or authorization of the Company's stockholders.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights AgreementAgreements, to issue and sell the Units Shares and the Warrants in accordance with the terms hereof, hereof and to issue Conversion Shares and the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such the Shares and the Warrants, respectively; (ii) the execution, delivery and performance of this AgreementAgreement and the Certificate of Designation, the Prepaid Warrants, the Incentive Warrants Registration Rights Agreements and the Registration Rights Closing Escrow Agreement (collectively, the "Related Agreements") by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Prepaid Shares, the Conversion Shares and the Warrants and the Incentive Warrants and the reservation for issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, Directors or the Company's stockholders its shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association Company received stockholder approval for the issuance of the Securities Dealers ("NASD") or otherwiseat a special meeting of stockholders held on March 30, 2004); (iii) this Agreement has and the Related Agreements have been duly executed and delivered by the Company; and (iv) this Agreement constitutesand the Related Agreements constitute, and, upon execution and delivery by the Company and the other parties thereto to the extent required of the Prepaid Warrants, the Incentive Warrants and the Registration Rights AgreementAgreements and the Warrants, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization; Enforcement. (i) The Company has the all requisite ---------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement, Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Units Securities in accordance with the terms hereofhereof and thereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, subject to any applicable laws regarding bankruptcy, insolvency, moratoriums, reorganization or other laws of general application affecting enforcement or creditors rights.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and (subject to the Shareholder Approval (as defined in Section 4 (m))) perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and (subject to the Shareholder Approval (as defined in Section 4 (m))) the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company and each Subsidiary has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its respective obligations under this Agreementhereunder and thereunder, subject, with respect to the Prepaid Warrants, actions contemplated by the Incentive Warrants and the Registration Rights AgreementProposal, to issue and sell the Units in accordance with the terms hereof, and to issue the Warrant Shares upon exercise Company’s receipt of shareholder approval of the Prepaid Warrants Proposal as contemplated by Section 4.21. The execution and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and each Subsidiary of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby hereunder and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Shares) thereunder have been duly authorized by all necessary action on the Company's Board part of Directors the Company and the Subsidiaries and no further consent or authorization action is required by the Company or any Subsidiary, or their respective Board of Directors or shareholders, subject, with respect to the actions contemplated by the Proposal, to the Company’s receipt of shareholder approval of the Proposal as contemplated by Section 4.21. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and/or the Subsidiaries, as applicable, and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, its Board of Directorsand/or the Subsidiaries, any committee of the Board of Directorsas applicable, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company Company, and/or the Subsidiaries, as applicable, in accordance with their its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Common Shares, the Preferred Shares and the Warrants in accordance with the terms hereof, and to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Common Shares, the Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, Directors or any committee of the Board of Directors, or the Company's stockholders Directors is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)required; (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all -------------------------- requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, except for any committee required shareholder approval to increase the number of authorized shares of Common Stock; provided that the Board -------- Buyers agree to vote in favor of Directorssuch increase, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Security Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; (ii) the execution, hereof and thereof. The execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Security Agreement, the Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this required. This Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and (iv) such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly. This Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Security Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their termsits 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents, to issue and sell the Units Shares in accordance with the terms hereof, hereof and to issue the Warrant Conversion Shares upon exercise conversion of the Prepaid Warrants and the Incentive Warrants, as applicable, Shares in accordance with the terms of such Warrantsthereof; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Shares and the issuance and reservation for issuance of the Warrant Conversion Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or any committee of the Board of DirectorsDirectors is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreementother Transaction Documents, such agreements Transaction Documents will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its obligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares or the issuance or reservation for issuance of the Conversion Shares) requires any consent or authorization of the Company's stockholders.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and (subject to the Stockholder Approval (as provided in Section 4(m)) perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and (subject to the Stockholder Approval (as provided in Section 4(m))) the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Debentures and Warrants in accordance with the terms hereof, to issue the Conversion Shares and Warrants upon conversion of the Debentures and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (ii) the execution, delivery and performance of this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Debentures, the issuance and reservation for issuance of the Conversion Shares and Warrants and the Incentive Warrants issuable upon conversion thereof and the issuance and reservation for issuance of the Warrant SharesShares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board of Directors and and, except as set forth on Schedule 3(b) hereof, no further consent or authorization of the Company, its Board of or Directors, any committee of the Board of Directors, or the Company's and its stockholders is required (under Rules 4310(c)(25)(H) or Rule 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, such agreements will constitute, constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights Agreement, Warrant and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsIssuance Shares, the Incentive Warrants Note, the Warrant and (if applicable) the Conversion Shares and the Registration Rights Agreement Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Note, the Incentive Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise of the Note and the Warrant) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights AgreementWarrant, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company and, with respect to each of the other Transaction Documents to which any such Subsidiary is a party, each of its Subsidiaries, as applicable, has the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents, to issue and sell the Units Notes in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and each of its Subsidiaries, as applicable, and the consummation by it them of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and Notes by the Incentive Warrants and the issuance and reservation for issuance of the Warrant SharesCompany) have been duly authorized by the Company's ’s and each of its Subsidiaries’ Board of Directors Directors, as applicable, and no further consent or authorization of the CompanyCompany or any of its Subsidiaries, its Board of Directors, any committee of the Board their Boards of Directors, or the Company's stockholders any committee of their Boards of Directors is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company and each of its Subsidiaries, as applicable, of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreementother Transaction Documents, such agreements Transaction Documents will constitute, valid and binding obligations of the Company and each of its Subsidiaries, as applicable, enforceable against the Company and its Subsidiaries in accordance with their terms. Neither the execution, delivery or performance by the Company or any of its Subsidiaries of their obligations under this Agreement or the other Transaction Documents, nor the consummation by them of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Notes by the Company) requires any consent or authorization of the Company’s stockholders, or the stockholders of any of the Company’s Subsidiaries.

Authorization; Enforcement. (i) The Company has the all -------------------------- requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares (including upon exercise of the Investment Options contained therein) and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon execution and filing of the Registration Rights AgreementCertificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNotes, the Incentive Warrants Warrant and the Registration Rights Agreement, Agreement (as defined below) and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Issuance Shares, the Notes, the Warrant and (if applicable) the Conversion Shares and the Registration Rights Agreement Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Notes, the Incentive Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise of the Notes and the Warrant) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Registration Rights Agreement and the other instruments documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutesand the Registration Rights Agreement each constitute, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Notes and the Registration Rights AgreementWarrant, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate --------------------------- power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Note and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Note and the Registration Rights Agreement Warrants by the Company and the consummation by it Company of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Note and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by Company by its authorized representative, and such authorized representative is the Company; true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Note and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrantshereof and thereof; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement Note, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and Note as well as the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion of the Note) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsits shareholders, or the Company's stockholders its debt holders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)required; (iii) this Agreement has Agreement, the Note, (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the CompanyCompany by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The the Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms hereof and thereof, except for any shareholder approval that may be required pursuant to applicable rules of such Warrants; The Nasdaq Stock Market, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, except for any committee shareholder approval that may be required pursuant to applicable rules of the Board of DirectorsThe Nasdaq Stock Market, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights from time to time in effect, and subject to general equity principals.

Authorization; Enforcement. (ia) The Company has the requisite corporate power and authority to (i) enter into into, and perform its obligations under this Agreementeach of the Investment Agreements, (ii) issue, sell and perform its obligations with respect to the Prepaid Warrants, the Incentive Warrants Debentures and the Registration Rights Agreement, to issue and sell the Units Warrants in accordance with the terms hereofhereof and thereof, and to (v) issue the Warrant Conversion Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms and conditions of such the Debentures and the Warrant Shares in accordance with the terms and conditions of the Warrants; (iib) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement by the Company and the execution and delivery of the Debentures and the Warrants, and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants Convertible Securities and the Incentive Warrants Cap Debentures and the issuance and reservation for issuance and issuance of the Warrant Shares and the Conversion Shares) have been duly authorized by the Company's Board of Directors and all necessary corporate action and, except as set forth on Schedule 3.2 hereof, no further consent or authorization of the Company, its Board board of Directorsdirectors, or its stockholders or any committee other person, body or agency is required with respect to any of the Board transactions contemplated hereby or thereby (whether under rules of Directorsthe Nasdaq National Market System ("Nasdaq"), or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iiic) this Agreement, the Debentures, the Warrants and the Registration Rights Agreement has have been duly executed and delivered by the Company and upon the issuance by the Company of PIK Debentures or Cap Debentures, such PIK Debentures and Cap Debentures will be duly executed and delivered by the Company; and (ivd) this Agreement constitutes, and, upon execution and delivery by the Company each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constituteInvestment Agreements constitutes a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNotes, the Incentive Warrants and the Registration Rights Security Agreement, the Pledge Agreement, the Escrow Agreement, the Transfer Agent Letters (as defined below) and each of the other agreements, documents and instruments expressly contemplated by this Agreement or otherwise relating to issue the Notes, and sell any amendments, renewals, restatements, replacements or other modifications of the Units in accordance with foregoing from time to time and to consummate the terms hereof, transactions contemplated hereby and thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableNote, in accordance with the terms of such Warrants; hereof and thereof (collectively, the “Transaction Documents”), (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Notes, the Incentive Warrants and the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors Directors, including by a majority of the disinterested directors, and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement each of the Transaction Documents has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other Transaction Documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements Transaction Documents will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants ) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon execution and filing of the Registration Rights AgreementCertificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar rights affecting or relating to creditors' rights generally and general principles of equity.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and and, except for the Stockholder Approval (as defined in Section 4(l)), no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, Note and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Note, the issuance and reservation for issuance of the Incentive Warrants Conversion Shares issuable upon conversion thereof, the issuance of the Warrant, and the issuance and reservation for issuance of the Warrant SharesShares issuable upon exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights AgreementWarrant, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. Subject to Stockholder Approval (as such term is defined in Section 4(n) of this Agreement), (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company Maker has the all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and shall use its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, best efforts to effect an amendment to its Articles of Incorporation allowing it to issue up to One Hundred and sell the Units fifty (150,000,000) Million shares of Common Stock, in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the CompanyMaker's Board of Directors and no further consent or authorization of the CompanyMaker, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement Note has been duly executed and delivered by the Company; Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Agreement Note constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitutea legal, valid and binding obligations obligation of the Company Maker enforceable against the Company Maker in accordance with their termsits te1ms. Further, when it becomes able to do so upon the effective amendment of its Articles of Incorporation, the Board of Directors agrees to make a resolution regarding reserving ninety million (90,000,000) shares of common stock of the Company, and further to provide the transfer agent with a copy of the resolution authorizing the reservation of the shares and directing them to do so.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Preferred Stock Statement and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms hereof and thereof, except for any shareholder approval that may be required pursuant to applicable rules of such Warrants; The Nasdaq Stock Market, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, except for any committee shareholder approval that may be required pursuant to applicable rules of the Board of DirectorsThe Nasdaq Stock Market, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered and the Preferred Stock Statement has been duly filed by the Company; , and (iv) each of this Agreement and the Preferred Stock Statement constitutes, and, and upon execution and delivery by the Company of the Prepaid Registration Rights Agreement and the Warrants, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights from time to time in effect, and subject to general equity principals.

Authorization; Enforcement. Subject to the filing of the Certificate of Amendment and any approvals or permissions required by Article V.B. or Article V.F. of the Certificate of Amendment, (i) The the Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Amendment and to enter into, and to perform its obligations under, this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitationlimitation the filing of the Certificate of Amendment, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion of the Preferred Shares or exercise of the Warrants, respectively) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's Directors or its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered and the Certificate of Amendment has been duly executed by the Company; , and (iv) this Agreement constitutes, and, upon execution and filing by the Company of the Certificate of Amendment and upon execution and delivery by the Company of the Prepaid Warrantsthis Agreement, the Incentive Warrants and the Registration Rights AgreementAgreement and the Warrants, each such agreements agreement will constituteconstitute a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. (i) The Company has the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Registration Rights Agreement and the Registration Rights AgreementWarrants, to issue and sell the Units in accordance with the terms hereof, hereof and to issue the Conversion Shares and Warrant Shares upon conversion of the Preferred Shares and exercise of the Prepaid Warrants and the Incentive Warrants, as applicablerespectively, in accordance with the terms of such Warrantsthereof; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion and exercise thereof) have been duly authorized by the Company's Board of Directors and and, except as set forth on Schedule 3(b) hereof, no further consent or authorization ------------- of the Company, its Board of Directors, any committee of the Board of or Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or Rule 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Registration Rights Agreement and the Registration Rights AgreementWarrants, such agreements will constitute, constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Debentures and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee or its shareholders is required of the Board of Directors, or the Company's stockholders is required other than approvals, if required, of the Company's stockholders in accordance with the rules of Nasdaq (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwiseas defined below); , (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company; , and (iv) each of this Agreement and the Certificate of Designation constitutes, and, and upon execution and delivery by the Company of the Prepaid Registration Rights Agreement and the Warrants, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") (assuming for such purposes that the Variable Exercise Price (as defined in the Prepaid Warrant) is the Variable Exercise Price in effect as of the date hereof) or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue the Debenture, enter into and sell perform the Units in accordance with security agreement attached hereto as Exhibit B (the terms hereof, “Security Agreement”) and to issue consummate the Warrant Shares upon exercise of the Prepaid Warrants transactions contemplated hereby and the Incentive Warrants, as applicablethereby, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Debenture and the Registration Rights Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Debenture, the Incentive Warrants granting of a senior secured security interest in the collateral (the “Collateral”) pursuant to the Security Agreement and the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Debenture and the Registration Rights Security Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, Warrant and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Note, and the Incentive Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares, and Warrant SharesShares (as defined in the Warrant) issuable upon conversion and exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants SPA – PRLX, T2, 2019-04-08 Warrant, and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (ia) The Company has the requisite corporate power and authority (i) to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreementother Transaction Documents, (ii) to issue issue, sell and sell perform its obligations with respect to the Units Securities in accordance with the terms hereofhereof and thereof, (iii) to issue the Conversion Shares upon conversion of the Debentures in accordance with the terms thereof, and (iv) to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (iib) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Units and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) have been duly authorized by the Company's Board of Directors and all necessary corporate action and, except as set forth on Schedule 3.2 hereto, no further consent or authorization of the Company, its Board board of Directors, directors (or any committee thereof), its stockholders or any other person, body or agency is required with respect to any of the Board of Directors, transactions contemplated hereby or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)thereby; (iiic) this Agreement has and the other Transaction Documents have been duly executed and delivered by the Company; and (ivd) this Agreement constitutesand the other Transaction Documents (including, and, upon execution and delivery by the Company of the Prepaid Warrantswithout limitation, the Incentive Warrants and the Registration Rights Agreement, such agreements will constituteSecurities) constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights Agreement, Warrant and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsNote, the Incentive Warrants Warrant and (if applicable) the Conversion Shares and the Registration Rights Agreement Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and Note, the Incentive Warrants Warrant, , and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise of the Note and the Warrant) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutesand the Note each constitute, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Note and the Registration Rights AgreementWarrant, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, Convertible Note and to consummate the Incentive Warrants transactions contemplated hereby and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof subject to Dutch law which provides for preemptive rights to the Company’s shareholders, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, Convertible Note and (if applicable) the Incentive Warrants and the Registration Rights Agreement Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, including the issuance of the Prepaid Warrants and the Incentive Warrants Convertible Note and the issuance and reservation for issuance of the Warrant SharesConversion Shares issuable upon conversion or exercise thereof) have been been, or otherwise will be upon completion of a Public Offering Event, duly authorized by the Company's Board of Directors of the Company and Public Company and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsConvertible Note, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion. Shares and Warrant SharesShares issuable. upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization authorization. of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (ia) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Convertible Notes and the Warrants, to consummate the transactions contemplated hereby and thereby and to issue and sell the Units Securities in accordance with the terms hereof, hereof and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (iib) the execution, delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Convertible Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants and the Incentive Warrants Convertible Notes, and the issuance and reservation for issuance of the Conversion Shares and the PIK Interest Shares in accordance with the Company's Articles of Incorporation, this Agreement and the Convertible Notes, and the Warrant SharesShares issuable in accordance with the terms of the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of or Directors, or the Company's stockholders its shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)required; (iiic) this Agreement has Agreement, the Registration Rights Agreement, the Convertible Notes and the Warrants have been duly executed and delivered by the Company; and (ivd) each of this Agreement constitutesAgreement, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitutethe Convertible Notes and the Warrants constitutes a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes, the Warrants, the Pledge Agreement, the Real Property Security Agreement and the Security Agreement and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; (ii) the execution, hereof and thereof. The execution and delivery and performance of this Agreement, the Prepaid Registration Rights Agreement, the Notes, the Warrants, the Incentive Warrants Pledge Agreement, the Real Property Security Agreement and the Registration Rights Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Warrant SharesShares issuable upon exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's stockholders its shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this required. This Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and (iv) such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly. This Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes, the Warrants, the Pledge Agreement, the Real Property Security Agreement and the Security Agreement each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Debentures and Warrants in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Debentures and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrantsthereof; (ii) the execution, delivery and performance of this Agreement, the Prepaid WarrantsDebentures, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants and the Incentive Warrants and Debentures, the issuance and reservation for issuance of the Conversion Shares issuable upon conversion thereof and the reservation for issuance and the issuance of the Warrant SharesShares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board of Directors and and, except as set forth on Schedule 3(b) hereof, no further consent or authorization of the Company, its Board of or Directors, any committee of the Board of Directors, or the Company's stockholders and its shareholders is required (under Rules 4310(c)(25)(H) or Rule 4460(i) promulgated by the National Association of Securities Dealers Dealers, Inc. ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, such agreements will constitute, constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. Except as disclosed in Schedule 3.2, (ia) The the Company has the requisite corporate power and authority (i) to enter into and perform its obligations under this Agreementeach of the Transaction Documents, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, (ii) to issue and sell to Purchaser, and to perform its obligations with respect to, the Units Shares and the Warrants in accordance with the terms hereofhereof and thereof, and to as applicable, (iii) issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such the Warrants; (iib) the execution, delivery and performance of this Agreement, each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement 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 Prepaid Warrants and the Incentive Warrants reservation for issuance and the issuance of the Shares and reservation for issuance of the Warrant Shares) have been duly authorized by the Company's Board of Directors all necessary corporate action and no further consent or authorization of the Company, its Board board of Directorsdirectors, or its shareholders or any committee other person, body or agency is required with respect to any of the Board transactions contemplated hereby or thereby (whether under rules of DirectorsThe Nasdaq National Market ("NASDAQ"), or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise), other than the Nasdaq Authorizations (as herein defined) and the declaration or ordering of effectiveness by the SEC of the Registration Statement or Statements as contemplated by the Registration Rights Agreement (collectively, the "CONSENTS"); (iiic) this Agreement, the Registration Rights Agreement has and the Warrants have been duly executed and delivered by the Company; and (ivd) this Agreement constitutes, and, upon execution and delivery by the Company each of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constituteTransaction Documents constitutes a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue the Warrants, the Notes and sell the Units in accordance with Security Agreement securing the terms hereofCompany's obligations under the Notes (the "SECURITY AGREEMENT"), and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Registration Rights Agreement, the Warrants, the Incentive Warrants Notes and the Registration Rights Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of or Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement, the Closing Warrants, the Notes and the Security Agreement constituteseach constitute, and, and upon execution and delivery by the Company of the Prepaid Registration Rights Agreement and the Extension Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements instruments will constitute, constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units Preferred Shares and Warrants in accordance with the terms hereof, and to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such the Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, limitation the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants Warrant Shares and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) have been duly authorized by the Company's Board of Directors or an authorized subcommittee thereof and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Section 713 of the Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers The American Stock Exchange ("NASDAMEX") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants Registration Rights Agreement and the Registration Rights AgreementWarrants, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all -------------------------- requisite corporate power and authority to enter into file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to consummate the Registration Rights Agreement, to issue transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon execution and filing of the Registration Rights AgreementCertificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and and, subject to obtaining Stockholder Approval (as defined in Section 4(k)) no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of except for the Board of Directors, or the Company's stockholders is required Stockholder Approval (under Rules 4310(c)(25)(Has defined in Section 4(m)) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, hereof and to issue Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's Directors or its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) the rules promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures, the Warrants, the Security Agreement and the Intellectual Property Security Agreement and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; (ii) the execution, hereof and thereof. The execution and delivery and performance of this Agreement, the Prepaid Registration Rights Agreement, the Debentures, the Warrants, the Incentive Warrants Security Agreement and the Registration Rights Intellectual Property Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this required. This Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and (iv) such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly. This Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures, the Warrants, the Security Agreement and the Intellectual Property Security Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and to file and perform its obligations under the Registration Rights AgreementCertificates of Designation, to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement and the Warrants by the Company Company, the filing of the Certificates of Designation and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares (including upon exercise of the Investment Options contained therein) and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, Registration Rights Agreement and the Incentive Warrants and upon the Registration Rights Agreementexecution and filing of the Certificates of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of Directors except for the Board of Directors, or the Company's stockholders is required Stockholder Approval (under Rules 4310(c)(25)(Has defined in Section 4(m)) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Notes and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants Notes and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant SharesShares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors Directors, except for the Stockholder Approval (as defined in Section 4(m)) and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. Subject to the terms of outstanding convertible notes and related securities purchase agreements and other documentation, including the pre-emptive rights, reservation of share obligation, the obligation to increase the capitalization of the company and the other restrictions and affirmative obligations of the Company and the rights of the holders of the notes, set forth in the April 2014 Documents, the December 2014 Documents, the April and May 2015 Documents, the June 2015 Documents, the July 2015 Documents the August 2015 Documents and the September 2015 Documents (collectively the “Prior Note Agreements”) (i) The the Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights AgreementNote, to consummate the transactions contemplated hereby and thereby and to issue and sell the Units Securities in accordance with the terms hereofhereof and thereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, including without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants Note and the issuance and reservation for issuance of the Warrant Conversion Shares) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company; Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid WarrantsNote, the Incentive Warrants and the Registration Rights Agreement, each of such agreements instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (ia) The Company has the requisite corporate power and authority to (i) enter into into, and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to (ii) issue and sell perform its obligations with respect to the Units Warrants in accordance with the terms hereofhereof and thereof, and to (iii) issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms and conditions of such the Warrants; (iib) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants Agreement and the Registration Rights Agreement (as defined in Section 4.2) by the Company and the execution and delivery of the Warrants, and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the reservation for issuance and reservation for issuance of the Warrant Shares) Shares have been duly authorized by the Company's Board of Directors all necessary corporate action and no further consent or authorization of the Company, its Board board of Directors, any committee of the Board of Directorsdirectors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) with respect to any of the transactions contemplated hereby or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise)thereby; (iiic) this Agreement has been and the Warrants have been, and the Registration Rights Agreement when executed, will have been, duly executed and delivered by the Company; Company and (ivd) this Agreement constitutesand the Warrants are, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements when executed and delivered will constitutebe, the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms.

Authorization; Enforcement. (i) The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants and to issue consummate the transactions contemplated hereby and sell the Units in accordance with the terms hereof, thereby and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicableSecurities, in accordance with the terms of such Warrants; hereof and thereof, (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid WarrantsRegistration Rights Agreement, the Incentive Warrants Debentures and the Registration Rights Agreement Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Debentures and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Debentures (including upon exercise of the Investment Options contained therein) and the Warrant SharesShares issuable upon exercise of or otherwise pursuant to the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or the Company's its stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, (iii) this Agreement has been duly executed and delivered by the Company; , and (iv) this Agreement constitutes, and, and upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms.

Authorization; Enforcement. (i) The Company Maker has the all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and shall use its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, best efforts to effect an amendment to its Articles of Incorporation allowing it to issue up to Two Hundred and sell the Units fifty (250,000,000) Million shares of Common Stock, in accordance with the terms hereof, and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, execution and delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Warrant Shares) have been duly authorized by the CompanyMaker's Board of Directors and no further consent or authorization of the CompanyMaker, its Board of Directors, any committee of the Board of Directorsor its shareholders is required, or the Company's stockholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement Note has been duly executed and delivered by the Company; Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Agreement Note constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitutea legal, valid and binding obligations obligation of the Company Maker enforceable against the Company Maker in accordance with their its terms. Further, when it becomes able to do so upon the effective amendment of its Articles of Incorporation, the Board of Directors agrees to make a resolution regarding reserving Two Hundred and fifty million (250,000,000) shares of common stock of the Company, and further to provide the transfer agent with a copy of the resolution authorizing the reservation of the shares and directing them to do so.

Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Units in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and to issue the Warrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms of such Warrants; (ii) the execution, delivery and performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Prepaid Warrants Preferred Shares and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of DirectorsDirectors or, or except as set forth on Schedule 3(b), the Company's stockholders shareholders is required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); required, and (iii) this Agreement has been duly executed and delivered by the Company; and (iv) this Agreement constitutes, and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, such agreements will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.