Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Certificate of Designation, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Convertible Securities and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Certificate of Designation, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, Directors except for the Stockholder Approval (as defined in Section 4(m)) or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof 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 Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations 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 -------------------------- all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is 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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all 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 Notes and Units in accordance with the Warrants and to consummate the transactions contemplated hereby and thereby terms hereof, and to issue the SecuritiesWarrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms hereof and thereof, of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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 its shareholders the Company's stockholders is required, 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 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, 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 Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the 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 accordinglyCompany, and (iv) each of this Agreement and the Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s '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, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementIssuance Shares, the Notes Note, the Warrant and (if applicable) the Conversion Shares and the Warrants Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof 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, or its shareholders is required, (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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, subject to the requirement that the Company amend its Certificate of Incorporation to increase its authorized common stock in an amount sufficient to reserve the Conversion Shares and the Warrant Shares (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofthereof upon amendment to the Company’s Certificate of Incorporation increasing the authorized common stock ) 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, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and, subject to the adoption of necessary resolutions by the Board of Directors and the stockholders of the Company to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the 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 including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes 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 Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the other Transaction Documents, the Registration Rights Agreement, to issue and sell the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof 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 thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the 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 issuable upon conversion or exercise thereofShares) 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, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its 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. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrants, the Notes Note, Conversion Shares, and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or of the Note and/or exercise thereofof 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, its shareholders, or its shareholders debt holders is 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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.. ​

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s '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, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Note and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofconversion) have been duly authorized by the Company’s Board of Directors and no further Directors, 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 or authorization of a majority of the Company, its Board of Directors, or its ’s shareholders is requiredto such Amendment, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and, subject to the adoption of necessary resolutions by the Board of Directors and the stockholders of the Company to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and and, the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has ___________________________ as all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof or otherwise pursuant to the Preferred Shares and 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutesconstitutes and, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Company (i) IR has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, and the Registration Rights AgreementAgreements, to issue and sell the Notes Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, to issue the Warrant Shares in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company IR and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the reservation for issuance and issuance of the Notes Shares and the Warrants and the issuance and reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s IR's Board of Directors and no further consent or authorization of the CompanyIR, its Board of Directors, Directors or its shareholders is required, ; (iii) this Agreement has and the Warrants have been duly executed and delivered by the 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, IR; and (iv) this Agreement constitutesand the Warrants constitute, and and, upon execution and delivery by IR and the Company other parties thereto to the extent required of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company IR enforceable against the Company IR in accordance with its 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 all requisite corporate -------------------------- power and authority to file and perform its obligations under the Certificate of Designations and to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (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 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 accordinglyCompany, and (iv) each of this Agreement and the Series I Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each filing of the Series II Certificate of Designation by the Company such instruments instrument will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes 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 Notes Preferred Shares and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders (other than as may be required under Nasdaq Marketplace Rule 4350) is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement. (a) The Company has all the requisite corporate power and authority to (i) enter into into, and perform this Agreementits obligations under each of the Investment Agreements, the Registration Rights Agreement(ii) issue, sell and perform its obligations with respect to the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, and (iiiii) issue the execution Note Shares in accordance with the terms and delivery conditions of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by Warrant Shares in accordance with the Company terms and conditions of the Warrants. The Company's execution, delivery and performance of each of the Investment Agreements and the consummation by it of each of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Purchased Securities and the Warrants and the issuance and reservation for issuance and issuance of the Conversion Notes Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by all necessary corporate action. In connection with such authorization, the Company’s '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, its Board of Directorsthe Board, or its shareholders stockholders or any other person, body or agency is required, required with respect to any of the transactions contemplated hereby or the Company's performance of its obligations hereunder or under any of the Investment Agreements (iii) this Agreement including under rules of the National Association of Securities Dealers or otherwise). Each of the Investment Agreements has been duly executed and delivered by the 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 upon execution and delivery by the Company Company. Each of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, Investment Agreements constitutes a legal, valid and binding obligation of the Company enforceable against the Company Company, in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrants, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this AgreementAgreement the Note, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note and the Warrants and the issuance and reservation for issuance of the Conversion Shares, and Warrants Shares and Warrant Shares issuable (as defined in the Warrants)issuable upon conversion or and 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, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes and the Warrants, Warrants and each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Except as set forth in Schedule 3(b), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is 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 Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsShares, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares Shares, and Warrant Shares (as defined in the Warrant) issuable upon conversion or and 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, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes Warrant, and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.. SPA – PRLX, T1, 2019-02-27

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Statement of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or its any committee of the Board of Directors or, except as set forth on SCHEDULE 3(B), the Company's shareholders is required, and (iii) this Agreement has been duly executed and delivered by the 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 Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementWarrant, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or exercise thereofof 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, its shareholders, or its shareholders debt holders is 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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and, subject to the adoption of necessary resolutions by the Board of Directors and the 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 Secretary of State of the State of Delaware (the "CHARTER AMENDMENT ACTIONS") to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the 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 including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants and the Registration Rights Agreement, to issue and sell the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof 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 Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Notes, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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 or its shareholders committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. The (i) Subject to Stockholder Approval (as such term is defined in Section 4(n) of this Agreement, the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, to issue and sell the Notes Common Shares, the Preferred Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof hereof, and thereof, 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 Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Common Shares, the Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) 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, Directors or its shareholders any committee of the Board of Directors is required, ; (iii) this Agreement has been duly executed and delivered by the 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, to issue and sell the Notes Debentures and Warrants in accordance with the terms hereof, to issue the Conversion Shares and Warrants and to consummate upon conversion of the transactions contemplated hereby and thereby Debentures and to issue the SecuritiesWarrant Shares upon exercise of the Warrants, in accordance with the terms hereof and thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes and the Warrants and Debentures, the issuance and reservation for issuance of the Conversion Shares and Warrants issuable upon conversion thereof and the issuance and reservation for issuance of the Warrant Shares issuable upon conversion or exercise thereofof the Warrants) have been duly authorized by the Company’s '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, and its stockholders is required (under Rule 4460(i) promulgated by the National Association of Securities Dealers or its shareholders is required, otherwise); (iii) this Agreement has been duly executed and delivered by the 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments agreements will constitute, a legal, constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (a) The Company has all the requisite corporate power and authority (i) to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents, (ii) to issue, sell and perform its obligations with respect to consummate the transactions contemplated hereby and thereby and to issue the Securities, Securities in accordance with the terms hereof and thereof, (iiiii) 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 Warrants in accordance with the terms thereof; (b) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) 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 Directorsdirectors (or any committee thereof), its stockholders or its shareholders any other person, body or agency is required, required with respect to any of the transactions contemplated hereby or thereby; (iiic) this Agreement has and the other Transaction Documents have been duly executed and delivered by the Company by its authorized representative, Company; and such authorized representative is the true and official representative with authority to sign (d) this Agreement and the other documents executed in connection herewith and bind the Company accordinglyTransaction Documents (including, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreementwithout limitation, the Notes and the Warrants, each of such instruments will constitute, a Securities) constitute legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms.

Authorization; Enforcement. The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and by each of the Transaction Documents to issue and sell the Securities, 2006 Preferred Stock in accordance with the terms hereof and to issue the Underlying Shares upon exchange of the 2006 Preferred Stock in accordance with the terms thereof; and otherwise to carry out its obligations thereunder. The execution, (ii) delivery and performance of each of the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants 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 Notes and the Warrants 2006 Preferred Stock and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofUnderlying 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 Directorsdirectors or any committee of the board of directors, or its shareholders is required, (iii) this Agreement in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed and delivered by the Company by its authorized representativeand, and such authorized representative is when delivered in accordance with the true and official representative with authority to sign this Agreement and terms hereof, will constitute the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with 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 all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Security Agreement, the Escrow Agreement and the Registration Rights Agreement, to issue and sell the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, 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 Warrants in accordance with the terms thereof; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Notes, the Warrants, the Security Agreement, the Notes Escrow Agreement and the Warrants 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 Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 Registration Rights Agreement, the Security Agreement, the Escrow Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, issue the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes Note, and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, Warrant, and the Warrants and Commitment Shares, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or of the Note and/or exercise thereofof 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, its shareholders, or its shareholders debt holders is 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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof and thereof, 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 Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or Directors or its shareholders stockholders is required, required (under 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 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and Warrants, to issue and sell the SecuritiesUnits, Preferred Shares and Warrants in accordance with the terms hereof and to issue the Conversion Shares and Warrant Shares upon conversion of the Preferred Shares and exercise of the Warrants, respectively, in accordance with the terms thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes Units, Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s '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, or its shareholders stockholders is required, ; (iii) this Agreement has been duly executed and delivered by the 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, Company; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments agreement will constitute, constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Except with respect to the filing of the Authorized Share Amendment (as defined below) by the Company with the Arizona Corporation Commission and having the Authorized Share Amendment declared effective by the Arizona Corporation Commission, (i) the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementRelated Agreements, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementRelated Agreements, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights AgreementRelated Agreements, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The (i) the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNotes, the Notes and the Warrants (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights AgreementCompany, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, Note the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Conversion Shares, the Incentive Fee Shares, the Warrant, the Warrant Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares shares of Common Stock 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, ; (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its 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 all requisite the corporate power and authority to enter into and perform their obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate other Transaction Documents including, in the transactions contemplated hereby and thereby and case of the Company, to issue and sell the Securities, Common Stock in accordance with the terms hereof and thereof, hereof; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants 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 including, without limitation, in the case of the Company, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofCommon Stock) have been duly authorized by the Company’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 their Boards of Directors, or its shareholders any committee of their Boards of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 and each of its Subsidiaries, as applicable, of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation 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 termsSubsidiaries 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 all requisite ---------------------------- corporate power and authority to enter into and perform this Agreement, the Debentures, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Debentures, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, Warrants each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with 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 all requisite corporate power and authority to enter into and (subject to the Shareholder Approval (as defined in Section 4 (m))) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the 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 without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its termsterms except as such enforcement may be limited by bankruptcy, insolvency, acts of government, governmental or regulatory agency, moratorium or other laws which may affect creditors' rights and remedies generally and by general principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures, the Investment Options and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures, the Investment Options and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures, the Investment Options and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Debentures, the Investment Option Shares issuable upon exercise of or pursuant to the Investment Option Shares and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Investment Options and 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, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures, the Investment Options and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Preferred Stock Statement and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, except for any shareholder approval that may be required pursuant to applicable rules of The Nasdaq Stock Market, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, except for any shareholder approval that may be required pursuant to applicable rules of The Nasdaq Stock Market, (iii) this Agreement has been duly executed and delivered and the Preferred Stock Statement has been duly filed by the 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 accordinglyCompany, and (iv) each of this Agreement and the Preferred Stock Statement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with 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. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s '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, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, except for any required shareholder approval to increase the number of authorized shares of Common Stock; provided that the -------- Buyers agree to vote in favor of such increase, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Security Agreement, the Intellectual Property Security Agreement, the Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Security Agreement, Intellectual Property Security Agreement, the Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the 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 . This Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Security Agreement, the Intellectual Property Security Agreement, the Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes 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 Notes Preferred Shares and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Statement of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, except for the shareholder approval required under Rule 4310(a)(25)(H) or its 4460(i) promulgated by the National Association of Securities Dealers, Inc. ("NASD") or as set forth on SCHEDULE 3(B), the Company's shareholders is required, and (iii) this Agreement has been duly executed and delivered by the 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 Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its termsterms 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 all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares Shares, and Warrant Shares (as defined in the Warrant) issuable upon conversion or and 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, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes SPA – PRLX, T2, 2019-04-08 Warrant, and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to enter into and (subject to the Stockholder Approval (as defined in Section 4(m))) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and (subject to the Stockholder Approval (as defined in Section 4(m))) the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’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, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Securities in accordance with the terms hereof and thereofhereof, (ii) the execution execution, delivery and delivery performance of the Company's obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement, the Registration Rights Agreement has and the Warrants, on the Closing Date, the Common Stock and Warrants sold at the Closing, have been duly and validly authorized, executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutesAgreement, the Common Stock (when issued), the Warrants (when issued), and upon execution and delivery by the Company of the Registration Rights Agreement, Agreement constitute the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting, generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application. The Company (and its termslegal counsel) has examined this Agreement and is satisfied in its sole discretion that, assuming the accuracy of the representations of the Buyer contained in Section 2 of this Agreement, this Agreement and the accompanying Exhibits, Schedules and the Addenda, if any, are in accordance with Regulation D and the 1933 Act and are effective to accomplish the purposes set forth herein and therein.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or its any committee of the Board of Directors or, except as set forth on Schedule 3(b), the Company's shareholders is required, and (iii) this Agreement has been duly executed and delivered by the 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 Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrants, the Notes and the Warrants Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof 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, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has Agreement, the Warrants, and all other documentation executed in connection herewith or therewith have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Warrants, and the all other documents documentation executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Company and each Subsidiary has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and thereby otherwise to carry out its respective obligations hereunder and thereunder, subject, with respect to issue the Securitiesactions contemplated by the Proposal, in accordance with to the terms hereof and thereof, (ii) Company’s receipt of shareholder approval of the Proposal as contemplated by Section 4.21. The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants 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 Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) 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 of the Company, its Board of Directors, or its shareholders action is required, (iii) this Agreement has been duly executed and delivered required by the Company or any Subsidiary, or their respective Board of Directors or shareholders, subject, with respect to the actions contemplated by its authorized representativethe Proposal, and such authorized representative is to the true and official representative with authority to sign this Agreement and Company’s receipt of shareholder approval of the other documents Proposal as contemplated by Section 4.21. Each Transaction Document has been (or upon delivery will have been) duly executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of and/or the Registration Rights AgreementSubsidiaries, as applicable, and, when delivered in accordance with the Notes and terms hereof, will constitute the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, and/or the Subsidiaries, as applicable, enforceable against the Company Company, and/or the Subsidiaries, as applicable, in accordance with 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 all requisite corporate power and authority to enter into and (subject to the Stockholder Approval (as provided in Section 4(m)) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the 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 without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes Warrant and (if applicable) the Conversion Shares and the Warrants Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Warrant, , and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof 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, or its shareholders is required, (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 by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificates of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, the filing of the Certificates of {MI571764;1} 7 Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is requiredrequired (except for 20% Rule Approval and Authorization Approval), (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificates of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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 its shareholders stockholders is required, required (under 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 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Debentures and Warrants in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Debentures in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Debentures and the Warrants Warrants, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) 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, or Directors or its shareholders stockholders is required, required (under 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 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof and hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) 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, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their respective terms. Neither the execution, delivery or performance by the Company of its termsobligations 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) requires any consent or authorization of the Company's stockholders (including, without limitation, any consent under Rule 4350(i) of the National Association of Securities Dealers, Inc.).

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 all the requisite corporate power and authority to enter into and perform their obligations under this AgreementAgreement and the other Transaction Documents, the Registration Rights Agreement, to issue and sell the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, hereof; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants 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 including, without limitation, the issuance of the Notes and by the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofCompany) have been duly authorized by the Company’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 their Boards of Directors, or its shareholders any committee of their Boards of Directors is required, and (iii) this Agreement has been duly executed and delivered by the 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 and each of its Subsidiaries, as applicable, of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation 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 termsSubsidiaries 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 all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Notes, the Security Agreement, the Notes Pledge Agreement, the Escrow Agreement, the Transfer Agent Letters (as defined below) and each of the Warrants other agreements, documents and instruments expressly contemplated by this Agreement or otherwise relating to the Notes, and any amendments, renewals, restatements, replacements or other modifications of the foregoing from time to time and to consummate the transactions contemplated hereby and thereby and to issue the SecuritiesNote, in accordance with the terms hereof and thereofthereof (collectively, the “Transaction Documents”), (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Notes, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’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, or its shareholders is required, (iii) this Agreement each of the Transaction Documents has been duly executed and delivered by the 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 Transaction Documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, to issue and sell the Notes Debentures and Warrants in accordance with the Warrants and terms hereof, to consummate issue the transactions contemplated hereby and thereby Conversion Shares upon conversion of the Debentures and to issue the SecuritiesWarrant Shares upon exercise of the Warrants, in accordance with the terms hereof and thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes and the 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 Shares issuable upon conversion or exercise thereofof the Warrants) have been duly authorized by the Company’s '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, or and its shareholders is requiredrequired (under Rule 4460(i) promulgated by the National Association of Securities Dealers, Inc. ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments agreements will constitute, a legal, constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. The Except as disclosed in Schedule 3.2, (a) the Company has all the requisite corporate power and authority (i) to enter into and perform this Agreementits obligations under each of the Transaction Documents, (ii) to issue and sell to Purchaser, and to perform its obligations with respect to, the Registration Rights Agreement, the Notes Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, as applicable, (iiiii) issue the Warrant Shares in accordance with the terms of the Warrants; (b) the execution execution, delivery and delivery performance of this Agreement, each of the Registration Rights Agreement, the Notes and the Warrants Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes and the Warrants and the issuance and reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) 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 other person, body or agency is requiredrequired with respect to any of the transactions contemplated hereby or thereby (whether under rules of The Nasdaq National Market ("NASDAQ"), the National Association of Securities Dealers or otherwise), other than the Nasdaq Authorizations (iiias 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"); (c) this Agreement, the Registration Rights Agreement has and the Warrants have been duly executed and delivered by the 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, Company; and (ivd) this Agreement constitutes, and upon execution and delivery by the Company each of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, Transaction Documents constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the 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 . This Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement. The (i) Subject to Stockholder Approval (as such term is defined herein), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The (i) Subject to Stockholder Approval (as such term is defined herein), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures 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 Notes Debentures and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. The (i) Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants by the Company and the consummation by it Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company Maker has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note and to consummate the transactions contemplated hereby and thereby and shall use its best efforts to effect an amendment to its Articles of Incorporation allowing it to issue the Securitiesup to Two Hundred and fifty (250,000,000) Million shares of Common Stock, in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Maker's Board of Directors and no further consent or authorization of the CompanyMaker, its Board of Directors, or its shareholders is required, (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 Agreement Note and the other documents executed in connection herewith and bind the Company Maker accordingly, and (iv) this Agreement Note constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Maker enforceable against the Company Maker in accordance with 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 all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Note, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is 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 Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement 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 upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and Units (including the Warrants securities underlying the Units) and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and Units (including the Warrants securities underlying the Units) by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsUnits, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Security Agreement, the Notes Debenture and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Security Agreement, the Notes Debenture and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debenture and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debenture and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Security Agreement, the Notes Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and (subject to the Stockholder Approval (as defined in Section 4(m)) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and (subject to the Stockholder Approval (as defined in Section 4(m)) the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Company has all the requisite -------------------------- corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and Warrants, to issue and sell the Securities, Units in accordance with the terms hereof and to issue the Conversion Shares and Warrant Shares upon conversion of the Preferred Shares and exercise of the Warrants, respectively, in accordance with the terms thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s '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, or its shareholders stockholders is required, required (under Rule 4460(i) promulgated by the National Association of Securities Dealers or otherwise); (iii) this Agreement has been duly executed and delivered by the 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, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments agreements will constitute, a legal, constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Debentures and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company Maker has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note and to consummate the transactions contemplated hereby and thereby and shall use its best efforts to effect an amendment to its Articles of Incorporation allowing it to issue the Securitiesup to One Hundred and fifty (150,000,000) Million shares of Common Stock, in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Maker's Board of Directors and no further consent or authorization of the CompanyMaker, its Board of Directors, or its shareholders is required, (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 Agreement Note and the other documents executed in connection herewith and bind the Company Maker accordingly, and (iv) this Agreement Note constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Maker enforceable against the Company Maker in accordance with its termste1ms. 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 all requisite corporate power and authority to enter into and perform this Agreement, create the Registration Rights AgreementCertificate of Designation establishing the Series I Preferred Stock, file the Notes and Certificate of Designation with the Warrants State of Delaware and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Series I Preferred Stock by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have Series I Preferred Stock has been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Series I Preferred Stock (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Series I Preferred Stock and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsSeries I Preferred Stock, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. The (i) Each of the Company and RGB Channel has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, Security Agreement and the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, Security Agreement and the Notes and the Warrants by the Company and RGB Channel and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by each of the Company’s 's and RGB Channel's Board of Directors and no further consent or authorization of the Company, its RGB Channel, their respective Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company and by its RGB Channel by their respective 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 and RGB Channel accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company and/or RGB Channel of the Registration Rights Agreement, the Notes Security Agreement and the WarrantsNotes, each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company and RGB Channel enforceable against the Company and RGB Channel in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Conversion. Shares and Warrant Shares issuable issuable. upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization authorization. of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, the Registration Rights Agreement, the Convertible Notes and the Warrants and Warrants, to consummate the transactions contemplated hereby and thereby and to issue the Securities, Securities in accordance with the terms hereof and thereof, ; (iib) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Convertible Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes and the 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 Shares issuable upon conversion or exercise thereofin accordance with the terms 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 or Directors, or its shareholders is required, ; (iiic) this Agreement has been duly executed and delivered by the Company by its authorized representativeAgreement, 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 upon execution and delivery by the Company of the Registration Rights Agreement, the Convertible Notes and the Warrants, Warrants have been duly executed by the Company; and (d) each of such instruments will constitutethis Agreement, the Registration Rights Agreement, the Convertible Notes and the Warrants constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with 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 all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures, the Warrants, the Security Agreement and the Warrants Intellectual Property Security Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures, the Warrants, the Security Agreement and the Warrants Intellectual Property Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the 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 . This Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures, the Warrants, the Security Agreement and the WarrantsIntellectual Property Security Agreement, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to file, and to perform its obligations under, the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby Warrants, and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the filing of the Certificate of Designation and the issuance of the Notes shares of Preferred Stock and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, Company or its Board of Directors, or its shareholders Directors is required, (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company and upon execution and delivery by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Company of the Registration Rights Agreement and the other documents Warrants, each of such will be duly executed in connection herewith and bind the Company accordinglydelivered, and (iv) each of this Agreement and the Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes 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 Notes Preferred Shares and the 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 Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to 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, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the 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 accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar rights affecting or relating to creditors' rights generally and general principles of equity.