Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, and the Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of 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 debt holders is required; (iii) this 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, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 Note, and the Warrant Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Series A Shares and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteSeries A Shares, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their terms, its terms except as enforcement may be limited by bankruptcy, reorganization, insolvency, reorganization, moratorium or other and similar laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally , and except as may be limited by enforceability of the exercise of judicial discretion in applying obligations hereunder are subject to general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement and the Escrow Agreement, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Notes and the Registrable Securities in accordance with the terms hereof hereof, and thereof; to perform its obligations under the Notes in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of this Agreement, the NoteNotes, the Warrants, the Registration Rights Agreement and the Warrant Escrow Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the NoteRegistration Rights Agreement, the Escrow Agreement and, on the Closing Date, the Notes and Warrants sold at the WarrantClosing, (together with any other instruments executed in connection herewith or therewith) have been duly and validly authorized, executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteAgreement, the WarrantNotes (when issued), the Warrants (when issued), the Registration Rights Agreement and each of such instruments will constitute, a legal, the Escrow Agreement constitute the valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws affecting relating to, or affecting, generally, the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application. The Company (and its legal counsel) has examined this Agreement and is satisfied in its sole discretion that 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 requisite corporate power and authority to enter into and perform this Agreement, the Note, the WarrantWarrant and the Registration Rights 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 Issuance Shares, the Note, the Warrant, and the Registration Rights Agreement and (if applicable) the Conversion Shares and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and Note, the Warrant, as well as the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Note or exercise of 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, the Warrant and the Warrant, Registration Rights Agreement (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, the Note, the Warrant, the Registration Rights Agreement 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 Note, the WarrantWarrant and the Registration Rights Agreement, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by this Agreement and thereby each of the other Transaction Documents to which it is a party and otherwise to issue the Securities, in accordance with the terms hereof carry out its obligations hereunder and thereof; (ii) the thereunder. The execution and delivery of this Agreement, Agreement and each of the Note, and the Warrant other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board, or the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required; (iii) this 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, the Note, the Warrant, and the other instruments documents executed stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and bind each other Transaction Document to which the Company accordingly; and is a party has been (ivor upon delivery will have been) this Agreement constitutes, and upon execution and delivery duly executed by the Company of and, when delivered in accordance with the Noteterms hereof and thereof, will constitute the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the CompanyCompany enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their termsterms; provided, except as enforcement however, that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other moratorium, and similar laws relating to or affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying general principles of equityequity (regardless of whether such enforceability is considered a proceeding in equity or at law).

Authorization; Enforcement. (ia) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrantdocuments and instruments contemplated hereby and thereby, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Securities in accordance with the terms hereof and thereofhereof; (iib) the execution execution, delivery and delivery performance of this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant instruments contemplated hereby and thereby by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantSecurities) 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, its shareholders, or Directors or its debt holders stockholders is required; (iiic) this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant, (together with any other instruments executed in connection herewith or therewith) contemplated hereby and thereby have been or will be 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) each of this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrant, documents and the other instruments documents executed in connection herewith or therewith contemplated hereby and bind the Company accordingly; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, thereby constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and the application of general principles of equity except as the indemnification agreements of the Company in the Registration Rights Agreement may be limited by the exercise of judicial discretion in applying principles of equitylegally unenforceable.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, Warrant, Underlying Shares, and the Warrant Securities by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Underlying Shares that may be issuable upon conversion of the Note or and exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and each of the other Transaction Documents to which it is a party, the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Securities in accordance with the terms hereof and thereof; , (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note Public Securities and the Warrant, as well as the issuance and reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion of under the Note or exercise of the Warrant) Warrants, have been duly authorized by the Company’s Board of Directors Directors, or a validly authorized committee thereof (collectively, the “Board of Directors”), and no further consent or authorization of is required by the Company, its Board of Directors, its shareholders, Directors or its debt holders is required; stockholders, (iii) this Agreement, the NoteAgreement has been, and each other Transaction Document shall be on the WarrantCommencement Date, (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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of creditors’ rights generally and except as may be limited remedies. The Board of Directors has passed all applicable resolutions (the “Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a certified copy of the Resolutions passed by the exercise Board of judicial discretion Directors. Except as set forth in applying principles this Agreement, no other approvals or consents of equitythe Board of Directors and/or stockholders is necessary under applicable laws, and the certificate of incorporation and bylaws of the Company, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by each of this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and thereby any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities, Securities in accordance with the terms hereof and thereof; (ii) the . The execution and delivery of this Agreement, each of the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Purchased Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the Warrant) Warrants, 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 of Directors, its shareholders, Directors or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed stockholders in connection herewith and therewith. Each Transaction Document has been (or therewithupon delivery will have been) 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 Agreementterms hereof, will constitute the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generally generally, (b) as enforceability of any indemnification and except as contribution provisions may be limited by under the exercise federal and state securities laws and public policy, and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteCertificate of Designation, the Registration Rights Agreement, the Convertible Securities and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Convertible Securities and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteCertificate of Designation, the WarrantRegistration Rights Agreement, the Convertible Securities 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 their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (ia) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, Lock-Up Agreement and the WarrantRegistration Rights Agreement, and to consummate issue, sell and perform its obligations with respect to the transactions contemplated hereby Common Shares and thereby and to issue the Securities, Warrants in accordance with the terms hereof and thereofthereof and the terms of the Common Shares and Warrants, and to issue Warrant Shares in accordance with the terms and conditions of the Warrants; (iib) the execution execution, delivery and delivery performance of this Agreement, the Note, Lock-Up Agreement and the Warrant 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 Note Common Shares and the WarrantWarrants, as well as and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantWarrant Shares) have been duly authorized by the Company’s Board of Directors and all necessary corporate action and, except as set forth on Schedule 3.2 hereof, no further consent or authorization of the Company, its Board board of Directors, its shareholdersdirectors, or its debt holders stockholders 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, Inc. or otherwise); (iiic) this Agreement, the NoteLock-Up Agreement, the Registration Rights Agreement, certificates for the Common Shares, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Warrants 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, the NoteRegistration Rights Agreement, the WarrantCommon 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 Note, the Warrant, and each of such instruments will constitute, a Warrants constitute legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement (i) to the extent that such validity or enforceability may be limited subject to or affected by any bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights generally or remedies of creditors generally, or by other equitable principles of general application, and except (ii) as rights to indemnity and contribution under the Registration Rights Agreement may be limited by the exercise of judicial discretion in applying principles of equityFederal or state securities laws.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, Note and the Warrant, 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 Issuance Shares, the Note, the Warrant and (if applicable) the Conversion Shares and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and Note, the Warrant, as well as the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Note or exercise of 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, Note and the Warrant, 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, the Note, Note and the Warrant, 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 Note, Note and the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (ia) The Company has all the requisite corporate power and authority to (i) enter into into, and perform this Agreementits obligations under the Investment Agreements, (ii) issue and perform its obligations with respect to the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Series D Stock in accordance with the terms hereof and thereof, and (iii) issue the Conversion Shares in accordance with the terms and conditions of the Series D Stock; (iib) the execution execution, delivery and delivery performance of this Agreement, the Note, and the Warrant by the Company Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note and Series D Stock, the Warrant, as well as the issuance and reservation for issuance and issuance of the number of the Conversion Shares initially issuable upon pursuant to the conversion of the Note or exercise of the WarrantSeries D Stock) 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 of DirectorsDirectors or stockholders or any other person, its shareholders, body or its debt holders agency is requiredrequired with respect to any of the transactions contemplated hereby or thereby (other than actions of (i) the SEC and the Company's Board of Directors in connection with the registration of the Conversion Shares in accordance with the Investor Rights Agreement and (ii) the SEC and the Company's stockholders in connection with the Proxy Statement and the approval of the matters set forth therein); (iiic) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglyCompany; and (ivd) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement thereof may be limited by (i) laws of general application relating to bankruptcy, insolvencyinsolvency moratorium, reorganization, moratorium reorganization or other similar laws laws, both state and federal, affecting the enforcement of creditors’ , rights generally in general, and except as may be limited by the exercise (ii) rules of judicial discretion in applying principles of equitylaw governing specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrant, the Note, Commitment Shares, Conversion Shares, and the Warrant Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principals of equity, or to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equityremedies.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantWarrants, and to consummate the transactions other agreements and documents contemplated hereby and thereby and executed by the Company or to which the Company is a party (collectively, the "TRANSACTION DOCUMENTS"), and to issue and sell the Securities, Shares and the Warrants in accordance with the terms hereof hereof. The Company has the requisite corporate power and thereof; authority to enter into and perform its obligations under the Share Exchange Agreement dated as of January 30, 2006 (iithe "EXCHANGE AGREEMENT") between the execution Company, Falcon and delivery the stockholders of this AgreementFalcon and the other agreements and documents contemplated thereby and executed by the Company or to which the Company is party (collectively, the Note"EXCHANGE DOCUMENTS"). The execution, delivery and performance of the Transaction Documents and the Warrant Exchange Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly and validly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors or its debt holders stockholders is required; (iii) this Agreement, the Note, . This Agreement and the Warrant, (together with any Exchange Agreement has been duly executed and delivered by the Company. The other instruments executed in connection herewith or therewith) Transaction Documents and Exchange Documents will have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is at the true and official representative with authority to sign this Agreement, Closing. Each of the Note, the Warrant, Transaction Documents and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement Exchange Documents constitutes, or shall constitute when executed and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitutedelivered, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or other similar laws relating to, or affecting creditors’ generally the enforcement of, creditor's rights generally and except as may be limited remedies or by the exercise equitable principles or remedies of judicial discretion in applying principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteSecurity Documents, the WarrantRegistration Rights Agreement, the 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 NoteSecurity Documents, the Registration Rights Agreement, the Debenture and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debenture and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Note or Debenture and the Warrant Shares issuable upon exercise of or otherwise pursuant to the WarrantWarrants) 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, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteSecurity Documents, the WarrantRegistration Rights Agreement, the Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other similar laws affecting creditors’ rights generally equitable remedies and except (iii) insofar as indemnification and contribution provisions may be limited by the exercise of judicial discretion in applying principles of equityapplicable law.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise thereof upon amendment to the Company’s Certificate of Incorporation increasing the Warrantauthorized 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrant, the Note, and the Warrant Issuable Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Issuable Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrants, the Note, Conversion Shares, and the Warrant Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note or and/or exercise of the WarrantWarrants) 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.. ​

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by each of this Agreement, the Notes, the Registration Rights Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and thereby any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) to which it is a party and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities, Securities in accordance with the terms hereof and thereof; (ii) the . The execution and delivery of this Agreement, each of the Note, and the Warrant Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or Notes and the Warrant Shares issuable upon exercise of the Warrant) Warrants, have been duly authorized by all necessary action on the Company’s Board of Directors and no further consent or authorization part of the Company, and no further action is required by the Company or its Board of Directors, its shareholders, Directors or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed stockholders in connection herewith and therewith (other than the filing with the SEC of one or therewithmore Registration Statements in accordance with the requirements of the Registration Rights Agreement). Each Transaction Document has been (or upon delivery will have been) have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is and, when delivered in accordance with the true and official representative with authority to sign this Agreementterms hereof, will constitute the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company it in accordance with their such document’s terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generally generally, (b) as enforceability of any indemnification and except as contribution provisions may be limited by under the exercise federal and state securities laws and public policy, and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantNotes 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 NoteRegistration Rights Agreement, the Notes and the Warrant 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 Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantNotes and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the WarrantExchange Notes, and the Original Transaction Documents as amended pursuant to consummate this Agreement (the transactions contemplated hereby and thereby "Transaction Documents") and to issue the Securities, Exchange Notes in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantExchange Notes, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents will have been duly executed and delivered by the Company by its authorized representativeas of the Closing, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Transaction Documents constitute valid and binding obligation obligations of the Company enforceable against the Company, enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement and the Registration Rights Agreement, as amended, may be limited by applicable federal or state securities laws and (v) the exercise Exchange Notes and the Common Shares issuable upon the conversion thereof, have been duly authorized and, upon issuance thereof and payment therefor in accordance with the terms of judicial discretion in applying principles this Agreement, will be validly issued, fully paid and non-assessable, free and clear of equityany and all liens, claims and encumbrances.

Authorization; Enforcement. (ia) The Company has all the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Note, Warrants and the WarrantRegistration Rights Agreement, and to consummate issue and sell and perform its obligations with respect to, the transactions contemplated hereby and thereby and to issue the Securities, Convertible Securities in accordance with the terms hereof and thereofto issue the Conversion Shares in accordance with the terms and conditions of the Certificate of Designation and the Warrant Shares in accordance with the terms and conditions of the Warrant; (iib) the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company, the execution and filing of the Certificate of Designations and the execution and delivery of this Agreementthe Warrant, the Note, and the Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note Convertible Securities and the Warrant, as well as the reservation for issuance and reservation for issuance of the Conversion Shares issuable upon conversion of and the Note or exercise of the WarrantWarrant Shares) have been duly authorized by the Company’s Board of Directors and all necessary corporate action and, except as set forth on Schedule 3.2 hereof, no ------------ further consent or authorization of the Company, its Board board of Directors, its shareholdersdirectors, or its debt holders stockholders 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 System ("Nasdaq"), the National Association of -------- Securities Dealers or otherwise); (iiic) this Agreement, the Note, Registration Rights Agreement and the Warrant, (together with any other instruments executed in connection herewith or therewith) Convertible Securities have been (or will be when executed and delivered) 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, the Note, the Warrant, Registration Rights Agreement and the other instruments documents executed in connection herewith Convertible Securities constitute (or therewith and bind the Company accordingly; and (ivwill, when issued, constitute) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equitygenerally.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NoteNotes, the WarrantWarrants, the Registration Rights Agreement by and among the Company and the Purchasers, dated as of the date hereof, substantially in the form of Exhibit D attached hereto (the "Registration Rights Agreement"), the Security Agreement by and among the Company and its wholly owned subsidiaries, on the one hand, and to consummate the transactions contemplated hereby Purchasers, on the other hand, dated as of the date hereof, substantially in the form of Exhibit E attached hereto (the "Security Agreement"), the Escrow Agreement by and thereby among the Company, the Purchasers and the escrow agent, dated as of the date hereof, substantially in the form of Exhibit F attached hereto (the "Escrow Agreement"), and the Irrevocable Transfer Agent Instructions (as defined in Section 3.16 hereof) (collectively, the "Transaction Documents") and to issue and sell the Securities, Securities in accordance with the terms hereof hereof. The execution, delivery and thereof; (ii) performance of the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly and validly authorized by the Company’s Board of Directors and all necessary corporate action, and, except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, its Board of Directors, its shareholders, Directors or its debt holders stockholders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have been duly . When executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 each of the Note, the Warrant, and each of such instruments will constitute, Transaction Documents shall constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or other similar laws relating to, or affecting creditors’ generally the enforcement of, creditor's rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantNotes 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 NoteRegistration Rights Agreement, the Notes and the Warrant 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 Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantNotes and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the WarrantRegistration Rights Agreement, and to consummate the transactions contemplated hereby and thereby Warrant ("TRANSACTION DOCUMENTS") and to issue the Securities, Note and Warrant in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantNote, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Transaction Documents constitute valid and binding obligation obligations of the Company enforceable against the Company, enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement and the Registration Rights Agreement may be limited by applicable federal or state securities laws and (v) the Note and the Warrant, and the Common Shares and Warrant Shares issuable upon the conversion and/or exercise thereof, have been duly authorized and, upon issuance thereof and payment therefor in accordance with the terms of judicial discretion in applying principles this Agreement, will be validly issued, fully paid and non-assessable, free and clear of equityany and all liens, claims and encumbrances.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, its obligations pursuant to the Note, terms of the Warrant, Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the SecuritiesNote, Warrants, and Commitment Shares in accordance with the terms hereof and thereof; , (ii) the execution and delivery of this Agreement, the Note, and Warrants against the Warrant by the Company and the consummation by it receipt of the transactions contemplated hereby and thereby (including without limitationPurchase Price, the issuance of the Note Commitment Shares and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or and/or exercise of the Warrant) Warrants, as the case may be 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 debt holders is required; , (iii) this Agreement, the Note, and the Warrant, Transaction Documents (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, the Note, the Warrant, Transaction Documents and the other instruments documents executed in connection herewith or therewith and to bind the Company accordingly; , and (iv) this Agreement constitutes, and the Transaction Documents upon execution and delivery by the Company and the Company’s receipt of the NotePurchase Price, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The 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 NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Notes and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantNotes and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate trust power and authority to enter into and perform this Agreement, and the Senior Note, and the Warrant, other agreements and documents referred to consummate the transactions contemplated hereby and thereby therein and to issue the Securities, Senior Note in accordance with the terms hereof and thereof; hereof, (ii) each Subsidiary has all requisite limited liability company power and authority to enter into and perform the Guaranty (the “Guaranty”) and (with respect to RAIT Asset Holdings II Member, LLC) the Subsidiary Collateral Pledge Agreement (the “Pledge Agreement”) from such Subsidiary in favor of the Seller, and the other agreements and documents referred to therein to be executed and delivered by it (the Senior Note, the Guaranties, the Pledge Agreement and such other documents and agreements referred to therein, collectively, the “Transaction Documents”), (iii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company or the, Subsidiaries, as applicable, and the consummation by it each of them of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantSenior Note, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by all necessary trust or limited liability company action (including action by the board of trustees of the Company’s Board of Directors ), and no further consent or authorization of the Company, its Board of Directors, Company or its shareholders, or any Subsidiary or its debt holders members, is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith iv) the Transaction Documents have been, or therewith) have been at the Closing will be, 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, the Note, the WarrantCompany, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; Subsidiaries, as applicable and (ivv) this Agreement constitutes, and upon assuming due execution and delivery of this Agreement by the Company of the NoteSeller, the WarrantTransaction Documents constitute, and each of such instruments or at the Closing will constitute, a legal, valid and binding obligation obligations of the CompanyCompany and each of the Subsidiaries, as applicable, enforceable against the Company them in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteArticles of Amendment, the WarrantWarrants and the Registration Rights Agreement (this Agreement, the Articles of Amendment, the Warrants and the Registration Rights Agreement being, individually, a "TRANSACTION DOCUMENT" and, collectively, the "TRANSACTION DOCUMENTS") and to consummate the transactions transaction contemplated hereby and thereby and to issue the Securities, Series C Preferred Stock and Warrants in accordance with the terms hereof and thereof; , and has duly filed with the Secretary of State of the State of Florida the Articles of Amendment, (ii) the execution and delivery of this Agreement, the Note, and the Warrant each Transaction Document by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note Series C Preferred Stock, the Warrants, the Common Shares and the Warrant, as well as the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this AgreementAgreement has been, and on the Closing Date, the NoteWarrants, the Articles of Amendment and the WarrantRegistration Rights Agreement will be, (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 execution, issuance and delivery by the Company thereof each of the Note, the Warrant, and each of such instruments will Transaction Documents shall constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

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 Note, Registration Rights Agreement and the Warrant, 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 Note, Registration Rights Agreement and the Warrant 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 Note Preferred Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Note or Preferred Shares (including upon exercise of the WarrantInvestment Options contained therein) and the Warrant Shares issuable upon exercise of or otherwise 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, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteRegistration Rights Agreement and the Warrants and upon execution and filing of the Certificate of Designation, the Warrant, and each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by this Agreement and thereby each of the other Transaction Documents to which it is a party and otherwise to issue the Securities, in accordance with the terms hereof carry out its obligations hereunder and thereof; (ii) the thereunder. The execution and delivery of this Agreement, Agreement and each of the Note, and the Warrant other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required; (iii) this 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, the Note, the Warrant, and the other instruments documents executed stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and bind each other Transaction Document to which the Company accordingly; and is a party has been (ivor upon delivery will have been) this Agreement constitutes, and upon execution and delivery duly executed by the Company of and, when delivered in accordance with the Noteterms hereof and thereof, will constitute the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the CompanyCompany enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. When executed and delivered, the Representative’s Warrants will constitute valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in is accordance with the terms thereof and the Representative’s Warrants are enforceable against the Company in accordance with their terms; provided, except as enforcement however, that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws relating to or affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying general principles of equityequity (regardless of whether such enforceability is considered a proceeding in equity or at law).

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrants, the Note, and the Warrant Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this AgreementAgreement and all other documents contemplated in the Term Sheet (collectively, the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby "Transaction Documents") and to issue the Securities, Preferred Shares and the Warrants in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) 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 Company or the Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or the shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents will have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, applicable Transaction Documents constitute valid and binding obligation obligations of the Company enforceable against the Company, enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement may be limited by applicable federal or state securities laws and (v) the Preferred Shares and the Warrants, and the shares of the Company's no par value Common Stock (the "Common Stock") issuable upon the conversion of the Preferred Shares (the "Common Shares") and the exercise of judicial discretion the Warrants (the "Warrant Shares"), have been duly authorized and, upon issuance thereof and payment therefor in applying principles accordance with the terms of equitythe Term Sheet and the Transaction Documents, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby Transaction Documents and to issue the Securities, Debentures in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantDebentures, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreementwhen delivered, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents will have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Notewhen delivered, the Warrant, and each of such instruments Transaction Documents will constitute, a legal, constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as remedies, the discretion that a court may exercise in the granting of equitable remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement and the Registration Rights Agreement may be limited by applicable law and (v) the Debentures and Warrants and the Underlying Shares and Warrant Shares issuable upon the conversion and/or exercise thereof have been duly authorized and, upon issuance thereof and payment therefor in accordance with the terms of judicial discretion this Agreement, the Debentures and Warrants will be validly issued, free and clear of any and all liens, claims and encumbrances, except for restrictions on transfer imposed by applicable securities laws and referenced in applying principles of equitySections 6.1 and 6.2 below.

Authorization; Enforcement. (ia) The Company has all requisite corporate power and authority (other than the Shareholder Approval that the Company must receive to enable it to perform its obligations at the Closing) to enter into and to perform its obligations under this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrantdocuments and instruments contemplated hereby and thereby, and to consummate the transactions contemplated hereby and thereby and to issue deliver the Securities, Securities in accordance with the terms hereof and thereofhereof; (iib) the execution execution, delivery and delivery performance of this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant instruments contemplated hereby and thereby by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance delivery of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) Securities 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, its shareholders, Directors or its debt holders shareholders is requiredrequired (other than the Shareholder Approval that the Company must receive to enable it to perform its obligations at the Closing); (iiic) this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant, (together with any other instruments executed in connection herewith or therewith) contemplated hereby and thereby have been or will be 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) each of this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrant, documents and the other instruments documents executed in connection herewith contemplated hereby and thereby constitutes or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and will upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and the application of general principles of equity, and except as the enforceability of the indemnification agreements of the Company in the Registration Rights Agreement may be limited by the exercise of judicial discretion in applying principles of equityfederal or state securities laws or public policy relating thereto.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantDebentures, the Warrants, the Security Agreement and the 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 NoteRegistration Rights Agreement, the Debentures, the Warrants, the Security Agreement and the Warrant 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 Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders stockholders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have . 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, the Note, the Warrant, Agreement and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this . This Agreement constitutes, and upon execution and delivery by the Company of the NoteRegistration Rights Agreement, the WarrantDebentures, the Warrants, the Security Agreement and the Intellectual Property Security Agreement, each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by this Agreement and thereby each of the other Transaction Documents to which it is a party and otherwise to issue the Securities, in accordance with the terms hereof carry out its obligations hereunder and thereof; (ii) the thereunder. The execution and delivery of this Agreement, Agreement and each of the Note, and the Warrant other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required; (iii) this 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, the Note, the Warrant, and the other instruments documents executed stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and bind each other Transaction Document to which the Company accordingly; and is a party has been (ivor upon delivery will have been) this Agreement constitutes, and upon execution and delivery duly executed by the Company of and, when delivered in accordance with the Noteterms hereof and thereof, will constitute the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the CompanyCompany enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. When issued, the Representative’s Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Representative’s Warrants are enforceable against the Company in accordance with their terms; provided, except as enforcement however, that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws relating to or affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying general principles of equityequity (regardless of whether such enforceability is considered a proceeding in equity or at law).

Authorization; Enforcement. (ia) 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, (ii) issue, sell and perform its obligations with respect to the Note, Note and the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Warrant in accordance with the terms hereof and thereof, and (v) issue the Conversion Shares in accordance with the terms and conditions of the Note and the Warrant Shares in accordance with the terms and conditions of the Warrant; (iib) the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the execution and delivery of this Agreement, the Note, Note and the Warrant by the Company and the consummation by it of each of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note Convertible Securities and the Warrant, as well as Warrant and the reservation for issuance and reservation for issuance of the Conversion Shares issuable upon conversion of and the Note or exercise of the WarrantWarrant Shares) have been duly authorized by the Company’s Board of Directors all necessary corporate action and no further consent or authorization of the Company, its Board board of Directors, its shareholdersdirectors, or its debt holders stockholders 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 Small Cap Market ("Nasdaq") or Nasdaq National Market ------ System ("Nasdaq NMS"), the New York Stock Exchange ("NYSE") or any other ---------- ---- exchange on which the Company's Securities are traded, the National Association of Securities Dealers or otherwise); (iiic) this Agreement, the Note, the Warrant and the Warrant, (together with any other instruments executed in connection herewith or therewith) Registration Rights Agreement 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglyCompany; and (ivd) this Agreement constitutes, and upon execution and delivery by the Company each of the Note, the Warrant, and each of such instruments will constitute, Investment Agreements constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantNotes, the Warrants, the Security Agreement and the Intellectual Property Security Agreement (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 NoteRegistration Rights Agreement, the Notes and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantNotes and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into into, deliver and perform this Agreement, the Note, the Warrant, Notes 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 Note, and the Warrant Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 each Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their terms, its terms except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation, fraudulent conveyance and other similar laws relating to, or affecting generally, the enforcement of creditors’ rights generally and remedies and except as may be limited by that remedies that the exercise granting of judicial equitable relief are in the discretion in applying principles of equitythe court.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Note, the WarrantWarrants and the Registration Rights Agreement, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Note in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of or otherwise pursuant to the Note in accordance with the terms thereof, to issue the Warrants in accordance with the terms of the Note and thereofto issue the Warrant Shares in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Note, the Warrants and the Warrant 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 Note and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of and the Note or exercise of Warrant Shares, subject to the Warrantterms and conditions set forth in the Note) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, Directors or its debt holders stockholders is required, except as contemplated by Article II.A.2 of the Note and Section 7(g)(ii) of the Warrants; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglyCompany; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the NoteRegistration Rights Agreement, the WarrantNote and the Warrants, and each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ ' rights generally and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by the exercise of judicial discretion in applying principles of equityapplicable law.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Notes and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Notes and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantNotes and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their terms, its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganizationacts of government, governmental or regulatory agency, moratorium or other similar laws affecting which may affect creditors’ ' rights and remedies generally and except as may be limited by the exercise of judicial discretion in applying general principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the WarrantDebentures, 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 NoteRegistration Rights Agreement, the Debentures, the Investment Options and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures, the Investment Options and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Note or Debentures, the Investment Option Shares issuable upon exercise of or pursuant to the WarrantInvestment Option Shares and the Warrant Shares issuable upon exercise of or otherwise 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteRegistration Rights Agreement, the WarrantDebentures, the Investment Options and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all and the Subsidiaries (as applicable) have the requisite corporate power and authority to enter into and perform this Agreement, the NoteNotes, the WarrantSecurity Agreement by and between the Company, and the Agent dated as of the Closing Date, substantially in the form of Exhibit C attached hereto (the “Security Agreement”) the Officer’s Certificate to be delivered by the Company, dated as of the Closing Date, substantially in the form of Exhibit D attached hereto (the “Officer’s Certificate”), the Patent Security Agreement by and among the Company, the Subsidiaries and the Agent, substantially in the form of Exhibit B, attached to the Security Agreement (together with any Copyright Security Agreement or Trademark Security Agreement subsequently entered into by the Company or any Subsidiary and the Agent pursuant to the terms of the Security Agreement, collectively, the “IP Security Agreements”), the guaranty (“Guaranty”) to be delivered by each of the Subsidiaries, dated as of the date hereof, substantially in the form of Exhibit E to the Agent, the Intercreditor Agreement by and between the Company the Agent and DMRJ Group, LLC (the “Intercreditor Agreement”) dated as of the date hereof, substantially in the form of Exhibit F (collectively, together with this Agreement and the Notes, the “Transaction Documents”), and to consummate issue and sell the transactions contemplated hereby and thereby and to issue the Securities, Notes in accordance with the terms hereof hereof. The execution, delivery and thereof; (ii) performance of the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly and validly authorized by the Company’s Board of Directors and all necessary corporate action, and, except as set forth on Schedule 2.1(b), no further consent or authorization of the Company, its Board of Directors, its shareholders, stockholders or its debt holders any other third party is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have been duly . When 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement constitutesSubsidiaries, and upon execution and delivery by the Company each of the Note, the Warrant, and each of such instruments will constitute, Transaction Documents shall constitute a legal, valid and binding obligation of the CompanyCompany or the Subsidiaries, as the case may be, enforceable against the Company or the Subsidiaries, as the case may be, in accordance with their its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or other similar laws relating to, or affecting creditors’ generally the enforcement of, creditor’s rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (ia) The Company has all the requisite corporate power and authority to (i) enter into into, and perform this Agreementits obligations under the Investment Agreements, (ii) issue and perform its obligations with respect to the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Series D Stock in accordance with the terms hereof and thereof, and (iii) issue the Conversion Shares in accordance with the terms and conditions of the Series D Stock; (iib) the execution execution, delivery and delivery performance of this Agreement, the Note, and the Warrant by the Company Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note and Series D Stock, the Warrant, as well as the issuance and reservation for issuance and issuance of the number of the Conversion Shares initially issuable upon pursuant to the conversion of the Note or exercise of the WarrantSeries D Stock) 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 of DirectorsDirectors or stockholders or any other person, its shareholders, body or its debt holders agency is requiredrequired with respect to any of the transactions contemplated hereby or thereby (other than actions of (i) the SEC and the Company's Board of Directors in connection with the registration of the Conversion Shares in accordance with the Investor Rights Agreement and (ii) the SEC and the Company's stockholders in connection with the Proxy Statement and the approval of the matters set forth therein); (iiic) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglyCompany; and (ivd) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement thereof may be limited by (i) laws of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws laws, both state and federal, affecting the enforcement of creditors’ , rights generally in general, and except as may be limited by the exercise (ii) rules of judicial discretion in applying principles of equitylaw governing specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement. (ia) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, the NoteRegistration Rights Agreement, the WarrantConvertible Notes, the Warrants and the Security Documents, 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 NoteRegistration Rights Agreement, the Convertible Notes, the Warrants and the Warrant Security Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note Convertible Notes, and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares in accordance with the Company’s Articles of Incorporation, this Agreement and the Convertible Notes, and the Warrant Shares issuable upon conversion in accordance with the terms of the Note or exercise of the WarrantWarrants) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of or Directors, its shareholders, or its debt holders shareholders is required; (iiic) this Agreement, the NoteRegistration Rights Agreement, the Convertible Notes, the Warrants and the Warrant, (together with any other instruments executed in connection herewith or therewith) Security 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) each of this Agreement, the NoteRegistration Rights Agreement, the WarrantConvertible Notes, the Warrants 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 Note, the Warrant, and each of such instruments will constitute, Security Documents constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except as enforcement may be limited by any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and except as may be limited by the exercise application of judicial discretion in applying general principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrants, the Note, Conversion Shares, and the Warrant Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note or and/or exercise of the WarrantWarrants) 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principals of equity, or to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies. All closing conditions under the Eyewear Merger Agreement (as defined in this Agreement), including, without limitation, all conditions in Article VI of the Eyewear Merger Agreement, the completion of accounting and legal due diligence investigations; the receipt of all authorizations and consents, the receipt of any required consents of any third parties, the release of any security interests, and delivery of all opinions and documents required for the transfer of the equity interests of Eyewear (as defined in this Agreement) to 1847 ICU (as defined in this Agreement) have been satisfied, except with respect to the payment of the Cash Portion (as may be limited by defined in the exercise of judicial discretion in applying principles of equityEyewear Merger Agreement).

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteNotes, the Warrant, Warrant and the Registration Rights Agreement (as defined below) 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 NoteRegistration Rights Agreement, the Issuance Shares, the Notes, the Warrant and (if applicable) the Conversion Shares and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and Notes, the Warrant, as well as the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of the Note or exercise of the Notes 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, (together with any other instruments executed in connection herewith or therewith) Registration Rights Agreement 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, the Note, the Warrant, Registration Rights Agreement and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; , and (iv) this Agreement constitutesand the Registration Rights Agreement each constitute, and upon execution and delivery by the Company of the Note, Notes and the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) have been duly authorized by the Company’s Board of Directors and other than as contemplated in Section 4(n) hereof, no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement enforceability may be limited (i) by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ the enforcement of creditor’s rights generally generally, and except as may be limited (ii) by the exercise application of judicial discretion in applying principles of equityequitable principles.

Authorization; Enforcement. (i) The Company has all the -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement and the Pledge and Security Agreement, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Notes and the Registrable Securities in accordance with the terms hereof hereof, and thereof; to perform its obligations under the Notes and the Warrants in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of this Agreement, the NoteNotes, the Registration Rights Agreement and the Warrant Pledge and Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the NoteRegistration Rights Agreement, the Pledge and Security Agreement and, on the WarrantClosing Date, (together with any other instruments executed in connection herewith or therewith) the Notes and Warrants sold at the Closing, have been duly and validly authorized, executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteAgreement, the WarrantNotes and the Warrants (when issued), the Registration Rights Agreement and each of such instruments will constitute, a legal, the Pledge and Security Agreement constitute the valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws affecting relating to, or affecting, generally, the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application. The Company (and its legal counsel) has examined this Agreement and is satisfied in its sole discretion that this Agreement and the accompanying Exhibits, Schedules and the Addenda, if any, are in accordance with Regulation D and are effective to accomplish the purposes set forth herein and therein.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, Warrant and the Warrant Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company Maker has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Note and the other instruments documents executed in connection herewith or therewith and bind the Company Maker accordingly; , and (iv) this Agreement Note constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Maker enforceable against the Company Maker in accordance with their termsits te1ms. Further, except as enforcement may be limited by bankruptcywhen it becomes able to do so upon the effective amendment of its Articles of Incorporation, insolvencythe Board of Directors agrees to make a resolution regarding reserving ninety million (90,000,000) shares of common stock of the Company, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by further to provide the exercise transfer agent with a copy of judicial discretion in applying principles the resolution authorizing the reservation of equitythe shares and directing them to do so.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority auth9rity to enter into and perform this Agreement, the Note, the Warrant, 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 Note, and the Warrant Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Series G Shares and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representative, and a such authorized representative is the true and official representative with authority to sign this Agreement, the Note, the Warrant, Agreement 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 NoteSeries G shares, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their terms, its terms except as enforcement may be limited by bankruptcy, reorganization, insolvency, reorganization, moratorium or other and similar laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally , and except as may be limited by enforceability of the exercise of judicial discretion in applying obligations hereunder are subject to general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform (i) this Agreement, (ii) the Note, (iii) the Security Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by and between the Company and the Investor, and (iv) those certain leasehold and deeds of trust dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, collectively, the “Deeds of Trust”; this Agreement, the Note, the WarrantWarrants, 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 Security Agreement, the NoteGuaranty dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”) made by the Guarantor in favor of the Investor and the Warrant Deeds of Trust, collectively, the “Transaction Documents” and each individually a “Transaction Document”) by and between the Company the Investor. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly and validly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, stockholders or its debt holders any other third party is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have been duly . When executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 each of the Note, the Warrant, and each of such instruments will constitute, Transaction Documents to which they are a party shall constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or other similar laws relating to, or affecting creditors’ generally the enforcement of, creditor’s rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement, the Warrant, 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 NoteRegistration Rights Agreement, the Debentures and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debentures and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement 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 NoteRegistration Rights Agreement, the WarrantDebentures and the Warrants, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ rights generally and except as may be limited or by the exercise of judicial discretion in applying general principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by each of this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and thereby any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the "Transaction Documents") and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities, Securities in accordance with the terms hereof and thereof; (ii) the . The execution and delivery of this Agreement, each of the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Purchased Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the Warrant) Warrants, 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 of Directors, its shareholders, Directors or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed stockholders in connection herewith and therewith, except to the extent that the rules of the Principal Market (as hereinafter defined) may require stockholder approval in order for the Buyers to be able to exercise the Warrants in full. Each Transaction Document has been (or therewithupon delivery will have been) 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 Agreementterms hereof, will constitute the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ ' rights generally generally, (b) as enforceability of any indemnification and except as contribution provisions may be limited by under the exercise federal and state securities laws and public policy, and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 NoteWarrants, the Shares, and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantShares, Warrants, as well as the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the WarrantWarrants) 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 debt holders is required; , (iii) this Agreement, the NoteWarrants, and the Warrant, (together with any all other instruments documentation executed in connection herewith or therewith) 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, the Note, the WarrantWarrants, and the all other instruments 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 NoteWarrants, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement and the Escrow Agreement, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Registrable Securities in accordance with the terms hereof hereof, and thereof; to perform its obligations under the Notes in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of this Agreement, the NoteNotes, the Registration Rights Agreement and the Warrant Escrow Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the NoteRegistration Rights Agreement, and the WarrantEscrow Agreement and, (together with any other instruments executed in connection herewith or therewith) on the Closing Date, the Notes sold at the Closing, have been duly and validly authorized, executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteAgreement, the WarrantNotes (when issued), the Registration Rights Agreement and each of such instruments will constitute, a legal, the Escrow Agreement constitute the valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws affecting relating to, or affecting, generally, the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application. The Company (and its legal counsel) has examined this Agreement and is satisfied in its sole discretion that 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. Assuming and relying on the accuracy of the representations set forth in Section 5: (ia) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and all other agreements, the Notedocuments and instruments contemplated hereby and thereby, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Shares in accordance with the terms hereof and thereofhereof; (iib) the execution execution, delivery and delivery performance of this AgreementAgreement and all other agreements, the Note, documents and the Warrant instruments contemplated hereby and thereby by the Company and the consummation by it of the transactions transaction contemplated hereby and thereby (including without limitation, limitation the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantShares) 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 Directors or its debt holders stockholders is required; (iiic) this AgreementAgreement and all other agreements, the Note, documents and the Warrant, (together with any other instruments executed in connection herewith or therewith) contemplated hereby and thereby have been or will be 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglyCompany; and (ivd) each of this Agreement constitutesand all other agreements, documents and upon execution instruments contemplated hereby and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, thereby constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and except as may be limited by the exercise application of judicial discretion in applying general principles of equity, except as the indemnification provisions contained in Section 9.4 hereof may be legally unenforceable.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, Note and the Warrant, 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 Issuance Shares, the Note, the Warrant and (if applicable) the Conversion Shares and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and Note, the Warrant, as well as the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Note or exercise of 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, Note and the Warrant, 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, the Note, Note and the Warrant, 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 Note, Note and the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.. a. c.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteNotes, the WarrantWarrants and the Registration Rights 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 NoteNotes, the Warrants, and the Registration Rights Agreement and (if applicable) the Conversion ADSs and the Warrant ADSs by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Notes, the Warrants, and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares ADSs and the Warrant ADSs issuable upon conversion of the Note or exercise of the WarrantNotes and the Warrants) have been duly authorized by the Company’s Board of Directors (the “Board”) and no further consent or authorization of the Company, its Board of Directors, its shareholdersthe Board, or its debt holders the Company’s shareholders is required; , (iii) this Agreement, the NoteNotes, the Warrants and the Warrant, Registration Rights Agreement (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, the NoteNotes, the WarrantWarrants, the Registration Rights Agreement 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 NoteNotes, the WarrantWarrants and the Registration Rights Agreement, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Note, the shares of Ordinary Shares (the “Conversion Shares”) issuable upon due conversion of the Note, the Warrant and the shares of Ordinary Shares (the “Warrant Shares”) convertible upon due exercise of the Warrant (collectively, the Note, the Warrant, the Conversion Shares and the Warrant Shares, the “Securities”), in accordance with the terms hereof and thereof; , (ii) the execution and delivery of this Agreement, the Note, Agreement and the Warrant Securities by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of the Note or and/or exercise of the Warrant) have been duly authorized and approved by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, except that in accordance with Nasdaq Marketplace Rule 5635, prior to the issuance of equity securities equal to or greater than 20% of the outstanding share capital of the Company, the Company shall obtain approval from holders of the Company’s equity securities; (iii) this Agreement, the Note, Note and the Warrant, 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, the Note, the Warrant, Note and 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 Note, the Note and Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, , except (i) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of, creditors’ rights generally and except remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by the exercise of judicial discretion in applying principles of equityapplicable law.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteSecurity Documents, the WarrantRegistration Rights Agreement, the 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 NoteSecurity Documents, the Registration Rights Agreement, the Debenture and the Warrant Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Debenture and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Note or Debenture and the Warrant Shares issuable upon exercise of or otherwise pursuant to the WarrantWarrants) 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, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteSecurity Documents, the WarrantRegistration Rights Agreement, the Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws of general application affecting enforcement of creditors’ rights generally generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as indemnification and contribution provisions may be limited by the exercise of judicial discretion in applying principles of equityapplicable law.

Authorization; Enforcement. Compliance with Other ----------------------------------------------------- Instruments. (i) The Company has all the requisite corporate power and authority to ----------- enter into and perform this Agreement, the NoteSecurity Agreement, the WarrantInvestor Registration Rights Agreement, the Escrow Shares Escrow Agreement, and to consummate the transactions contemplated hereby and thereby Irrevocable Transfer Agent Instructions (collectively the "Transaction ----------- Documents") and to issue the SecuritiesConvertible Debenture and the Warrants, and the --------- Warrant Shares and Conversion Shares into which the Convertible Debenture and Warrants are convertible or exercisable, as the case may be (including those comprising the Escrow Shares), in accordance with the terms hereof and thereof; (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Convertible Debenture and the WarrantWarrants, as well as and the reservation for issuance and reservation for the issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of thereof, as the Warrant) case may be (including those comprising the Escrow Shares), have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of is required by the Company, its Board of Directors, its shareholders, Directors or its debt holders is requiredstockholders; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Transaction Documents constitute the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and except remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as may be limited by required under the exercise Investor Registration Rights Agreement or perform any of judicial discretion in applying principles of equitythe Company's other obligations under such documents.

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 Note, the Warrant, 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 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 Note, Agreement and the Warrant 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 Note Units and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of and Warrant Shares by the Note or exercise of the WarrantCompany) 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 (other than the Stockholder Approval (as defined in Section 4(s)) with respect to the issuance of the Conversion Shares and Warrant Shares), its Board their Boards of Directors, its shareholders, or its debt holders any committee of their Boards of Directors is required; , and (iii) this 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, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Note, the Warrant, and each of its Subsidiaries, as applicable, of the other Transaction Documents, such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the CompanyCompany and each of its Subsidiaries, as applicable, enforceable against the Company and its Subsidiaries in accordance with their terms. Neither the execution, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium delivery or other similar laws affecting creditors’ rights generally and except as may be limited performance by the exercise Company or any of judicial discretion its Subsidiaries of their obligations under this Agreement or the other Transaction Documents, nor the consummation by them of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units and the issuance or reservation for issuance of the Conversion Shares and Warrant Shares by the Company) requires any consent or authorization of the Company’s stockholders, other than the Stockholder Approval (as defined in applying principles Section 4(s)), or the stockholders of equityany of the Company’s Subsidiaries.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Preferred Stock and the Registrable Securities in accordance with the terms hereof hereof, and thereof; to perform its obligations under the Certificate of Designations in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of the Company's obligations under this Agreement, the NoteCertificate of Designations, the Warrants and the Warrant Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement and the Registration Rights Agreement and, on the Closing Date, the Preferred Stock and Warrants sold at the Closing, have been duly and validly authorized, executed and delivered by the Company, and (iv) this Agreement, the Note, Preferred Stock (when issued) the Warrants (when issued) and the Warrant, (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by Registration Rights Agreement constitute the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws affecting relating to, or affecting, generally, the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application. The Company (and its legal 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 requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, the Registration Rights Agreement and to consummate any other agreements or documents delivered by the transactions contemplated hereby and thereby Company at the Closing (“Transaction Documents”) and to issue the Securities, Note and Warrant in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantNote, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Transaction Documents constitute valid and binding obligation obligations of the Company enforceable against the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ rights generally and except as may be limited remedies or by other equitable principles of general application, and (v) the Warrant Shares issuable upon the exercise of judicial discretion the Warrant and the Conversion Shares have been duly authorized and, upon issuance thereof and payment therefor in applying principles accordance with the terms of equitythe Warrant and the Notes, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrant, the Note, the Conversion Shares and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, Agreement and the Note, the 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 Note, Agreement and the Warrant Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantNote) 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 debt holders is required; (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, 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 Note, the Warrant, Note and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, the Commitment Shares, and the Warrant Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantNote) have been duly authorized by the Company’s Board of Directors (the “Board of Directors”) and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required; required other than the Shareholder Approval, (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, Note and the other instruments documents executed in connection herewith or therewith (the “Transaction Documents”) and bind the Company accordingly; , and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the NoteNotes, the WarrantWarrants, the Registration Rights Agreement by and among the Company and the purchasers named therein, dated as of March 31, 2006, as amended as of the date hereof, a copy of which (together with the form of amendment) is attached hereto as Exhibit D (the “Registration Rights Agreement”), the Security Agreement by and among the Company, on the one hand, and to consummate the transactions contemplated hereby secured parties named therein, on the other hand, dated as of March 31, 2006, as amended as of the date hereof, a copy of which (together with the form of amendment) is attached hereto as Exhibit E (the “Security Agreement”), and thereby the Escrow Agreement by and among the Company, the Purchasers and the escrow agent, dated as of the date hereof, substantially in the form of Exhibit F attached hereto (the “Escrow Agreement”) (collectively, the "Transaction Documents") and to issue and sell the Securities, Securities in accordance with the terms hereof hereof. The execution, delivery and thereof; (ii) performance of the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly and validly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors, its shareholders, Directors or its debt holders stockholders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have been duly . When executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 each of the Note, the Warrant, and each of such instruments will constitute, Transaction Documents shall constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or other similar laws relating to, or affecting creditors’ generally the enforcement of, creditor's rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by each of this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and thereby any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the "Transaction Documents") and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities, Securities in accordance with the terms hereof and thereof; (ii) the . The execution and delivery of this Agreement, each of the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Purchased Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the Warrant) Warrants, 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 of Directors, its shareholders, Directors or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed stockholders in connection herewith and therewith. Each Transaction Document has been (or therewithupon delivery will have been) 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 Agreementterms hereof, will constitute the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ ' rights generally generally, (b) as enforceability of any indemnification and except as contribution provisions may be limited by under the exercise federal and state securities laws and public policy and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company or AIRI, as the case may be, has all requisite corporate power and authority to enter into and perform this Agreement, the NoteWarrants, the Warrant, Mortgage and to consummate Security Agreement and the transactions contemplated hereby and thereby Registration Rights Agreement and to issue the Securities, Debentures and Warrants in accordance with the terms hereof and thereof; , (ii) the execution and delivery of this Agreement, the NoteWarrants, the Mortgage and Security Agreement and the Warrant Registration Rights Agreement by the Company or AIRI, as the case may be, and the consummation by it the Company or AIRI, as the case may be, of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note Debentures, the Warrants, the Common Shares and the Warrant, as well as the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the Warrant) 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 AIRI or their Boards of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this AgreementAgreement has been, and on the Closing Date the Warrants, the NoteDebentures, the Mortgage and Security Agreement and the WarrantRegistration Rights Agreement will be, (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representativeor AIRI, and such authorized representative is as the true and official representative with authority to sign this Agreementcase may be, the Note, 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 execution, issuance and delivery by thereof the Company of the NoteWarrants, the WarrantDebentures, the Mortgage and each of such instruments will Security Agreement and the Registration Rights Agreement shall constitute, a legal, valid and binding obligation obligations of the CompanyCompany or AIRI, as the case may be enforceable against the Company or AIRI, as the case may be, in accordance with their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Issuance Shares, the Additional Shares, the Note, and the Warrant Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Note, the transfer of the Issuance Shares and the WarrantAdditional Shares, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrantand Additional Shares) have been duly authorized by the Company’s 's Board of Directors and either (1) no further consent or authorization of the Company, its Board of Directors, shareholders or its shareholdersdebt holders is required or (2) if such consent or authorization of the Company, its Board of Directors, shareholders or its debt holders is required; , then the Company has obtained such consent or authorization (as applicable) on or prior to the date hereof, (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, and the Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of 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 debt holders is required; (iii) this 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, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, and to consummate the transactions contemplated hereby by each of this Agreement, the Notes, the Registration Rights Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and thereby any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) to which it is a party and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities, Securities in accordance with the terms hereof and thereof; (ii) the . The execution and delivery of this Agreement, each of the Note, and the Warrant Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the issuance of the Note Notes and the WarrantWarrants, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or Notes and the Warrant Shares issuable upon exercise of the Warrant) Warrants have been duly authorized by all necessary action on the Company’s Board of Directors and no further consent or authorization part of the Company, and no further action is required by the Company or its Board of Directors, its shareholders, Directors or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed stockholders in connection herewith and therewith (other than the filing with the SEC of one or therewithmore Registration Statements in accordance with the requirements of the Registration Rights Agreement). Each Transaction Document has been (or upon delivery will have been) have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is and, when delivered in accordance with the true and official representative with authority to sign this Agreementterms hereof, will constitute the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company it in accordance with their such document’s terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generally generally, (b) as enforceability of any indemnification and except as contribution provisions may be limited by under the exercise federal and state securities laws and public policy, and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteCertificate, the WarrantRegistration Rights Agreement, the Warrants and to consummate the transactions contemplated hereby and thereby Escrow Agreement ("Transaction Documents") and to issue the Securities, Preferred Shares and the Warrants in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the NoteRegistration Rights Agreement, the Warrants and the Warrant Escrow Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note Preferred Shares and Warrants and the Warrantresolutions contained in the Certificate, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the NoteRegistration Rights Agreement, the Warrants and the Warrant, (together with any other instruments executed in connection herewith or therewith) Escrow Agreement have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign (iv) this Agreement, the NoteCertificate, the WarrantRegistration Rights Agreement, the Warrants and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and (iv) this Escrow Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement and the Registration Rights Agreement may be limited by applicable federal or state securities laws and (v) the Preferred Shares, the Warrants and the Common Shares issuable upon the conversion and/or exercise thereof have been duly authorized and, upon issuance thereof and payment therefor in accordance with the terms of judicial discretion in applying principles this Agreement, the Preferred Shares, the Warrants and the Common Shares issuable upon the conversion and/or exercise thereof will be validly issued, fully paid and non-assessable, free and clear of equityany and all liens, claims and encumbrances.

Authorization; Enforcement. (ia) 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, (ii) issue, sell and perform its obligations with respect to the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Purchased Securities in accordance with the terms hereof and thereof, (iii) issue the Conversion Shares in accordance with the terms and conditions of the Certificate of Designations and (iv) issue Warrant Shares in accordance with the terms and conditions of the Common Stock Warrant; (iib) the execution, delivery and performance of this Agreement and the other Investment Agreements and the execution and delivery of this Agreement, the Note, and the Warrant by the Company and the consummation by it the Company of each of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Note Purchased Securities and the Warrant, as well as the issuance and reservation for issuance and issuance of the number of Conversion Shares and the Warrant Shares initially issuable upon pursuant to the conversion of the Note or Series A Preferred Stock and the exercise of the Common Stock Warrant) 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 of directors or stockholders or any other person, body or agency is required with respect to any of the transactions contemplated hereby or thereby (other than actions of the SEC and the Company's Board of Directors, its shareholders, or its debt holders is requiredDirectors in connection with the registration of Conversion Shares and Warrant Shares in accordance with the Registration Rights Agreement); (iiic) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Investment Agreements have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is Company; (d) the true and official representative Certificate of Designations has been filed with authority to sign this Agreement, the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordinglySecretary of Delaware; and (ive) this Agreement constitutes, and upon execution and delivery by the Company each of the Note, the Warrant, and each of such instruments will constitute, Investment Agreements constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement thereof may be limited by (i) laws of general application relating to bankruptcy, insolvencyinsolvency moratorium, reorganization, moratorium reorganization or other similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generally in general, and except as may be limited by the exercise (ii) rules of judicial discretion in applying principles of equitylaw governing specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, Warrant, Commitment Shares, and the Warrant Securities by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares Common Stock that may be issuable upon conversion of the Note or and exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, Registration Rights Agreement and the Warrant, Warrants and to file and perform its obligations under the Certificates of Designation, 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 Note, Registration Rights Agreement and the Warrant Warrants by the Company Company, the filing of the Certificates of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Preferred Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Note or Preferred Shares (including upon exercise of the WarrantInvestment Options contained therein) and the Warrant Shares issuable upon exercise of or otherwise 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, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteRegistration Rights Agreement and the Warrants and upon the execution and filing of the Certificates of Designation, the Warrant, and each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, the Security Agreement and to consummate any other agreements or documents delivered by the transactions contemplated hereby and thereby Company at the Closing (“Transaction Documents”) and to issue the Securities, Note and Warrant in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantNote, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Transaction Documents constitute valid and binding obligation obligations of the Company enforceable against the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as may be limited remedies or by other equitable principles of general application, and (v) the Warrant Shares issuable upon the exercise of judicial discretion the Warrant and the Conversion Shares have been duly authorized and, upon issuance thereof and payment therefor in applying principles accordance with the terms of equitythe Warrant and the Notes, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances.

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 Note, Registration Rights Agreement and the Warrant, 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 Note, Registration Rights Agreement and the Warrant 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 Note Preferred Shares and the Warrant, as well as Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Note or Preferred Shares and the Warrant Shares issuable upon exercise of or otherwise pursuant to the WarrantWarrants ) 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, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 NoteRegistration Rights Agreement and the Warrants and upon execution and filing of the Certificate of Designation, the Warrant, and each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and except as may be limited by the exercise application of judicial discretion in applying general principles of equity.

Authorization; Enforcement. (i) The Except with respect to the Series B Shares, each of the Company and Synovics has all requisite corporate power and authority authority, corporate and otherwise, to enter into and perform this Agreementperform, as applicable, the NoteNotes and any other ancillary document contemplated hereunder (collectively, the Warrant, and to consummate the transactions contemplated hereby and thereby "TRANSACTION DOCUMENTS") and to issue the Securities, Notes and the Series B Shares in accordance with the terms hereof and thereof; hereof, (ii) except with respect to the Series B Shares, the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and Synovics and the consummation by it them of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the WarrantNotes, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors all necessary action, corporate and otherwise, and no further consent or authorization of the Company, its Synovics or the applicable Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Transaction Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Transaction Documents constitute valid and binding obligation obligations of the Company, Company and Synovics enforceable against each of the Company in accordance with their termsand Synovics, as applicable, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ ' rights generally and except as remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in the Notes may be limited by applicable federal or state securities laws and (v) subject to any requisite action to be taken by Synovics and upon issuance of the exercise Series B Shares and the Common Stock issuable upon conversion thereof and payment therefor in accordance with the terms of judicial discretion in applying principles the Transaction Documents, the Series B Shares and the Common Stock issuable upon conversion thereof will be duly authorized, validly issued, fully paid and non-assessable, free and clear of equityany and all liens, claims and encumbrances except to the extent of the authorized amount of Common Stock of Synovics available at the time of conversion of the Series B Shares into shares of Common Stock.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrants, the Note, Conversion Shares, and the Warrant Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantNote, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note or and/or exercise of the WarrantWarrants) 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principals of equity, or to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equityremedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 NoteWarrants, the Shares, and the Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantShares, Commitment Shares, Warrants, as well as the issuance and reservation for issuance of the Conversion Warrant Shares issuable upon conversion of the Note or exercise of the WarrantWarrants) 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 debt holders is required; , (iii) this Agreement, the NoteWarrants, and the Warrant, (together with any all other instruments documentation executed in connection herewith or therewith) 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, the Note, the WarrantWarrants, and the all other instruments 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 NoteWarrants, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority authority, corporate and otherwise, to enter into and perform this Agreementperform, the Noteas applicable, the Warrant, and to consummate the transactions contemplated hereby and thereby Offering Documents and to issue the Securities, Securities (as well as the securities to be issued upon the conversion or exercise thereof) in accordance with the terms hereof and thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Offering Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Note and the Warrant, Securities (as well as the issuance and reservation for issuance of securities to be issued upon the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) thereof), have been duly authorized by the Company’s Board of Directors all necessary action, corporate and otherwise, and no further consent or authorization of the Company, its Company or the Board of Directors, its shareholders, Directors (or its debt holders any committee or subcommittee thereof) or stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) Offering Documents have been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Note, the Warrant, and each of such instruments will constitute, a legal, Offering Documents constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their terms, except (A) as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors’ rights generally and except as remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in the Securities may be limited by applicable federal or state securities laws and (v) the Common Stock issuable upon conversion of the Series C Preferred Stock or exercise of judicial discretion in applying principles the Warrants will be duly authorized, validly issued, fully paid and non-assessable, free and clear of equityany and all liens, claims and encumbrances except to the extent that the number of authorized shares of Common Stock of the Company available at the time of conversion of the Series C Preferred Stock into shares of Common Stock is insufficient to permit the full conversion thereof and the number of authorized shares of Common Stock of the Company available at the time of exercise of the Warrants into shares of Common Stock is insufficient to permit the full exercise thereof.

Authorization; Enforcement. (ia) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrantdocuments and instruments contemplated hereby and thereby, and to consummate the transactions contemplated hereby and thereby and to issue deliver the Securities, Securities in accordance with the terms hereof and thereofhereof; (iib) the execution execution, delivery and delivery performance of this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant instruments contemplated hereby and thereby by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance delivery of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) Securities 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, its shareholders, or Directors or its debt holders shareholders is required; (iiic) this Agreement, the NoteRegistration Rights Agreement and all other agreements, documents and the Warrant, (together with any other instruments executed in connection herewith or therewith) contemplated hereby and thereby have been or will be 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) each of this Agreement, the NoteRegistration Rights Agreement and all other agreements, the Warrant, documents and the other instruments documents executed in connection herewith contemplated hereby and thereby constitutes or therewith and bind the Company accordingly; and (iv) this Agreement constitutes, and will upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or other similar laws affecting creditors’ the rights of creditors generally and the application of general principles of equity, and except as the indemnification agreements of the Company in the Registration Rights Agreement may be limited by the exercise of judicial discretion in applying principles of equityfederal or state securities laws or public policy relating thereto.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, Note and the Warrant Commitment Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantCommitment Shares, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantNote) 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 debt holders is required; (iii) this Agreement, the Note, and the Warrant, Commitment 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, the Note, and issue the Warrant, Commitment 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 NoteNote and the Commitment Shares, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 Note, and the Warrant Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note Securities and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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 debt holders shareholders is required; required in connection therewith, (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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 the authority to sign this Agreement, the Note, the Warrant, Agreement 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 NoteNotes and the Warrants, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their terms, except (a) as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generally and except generally; (b) as enforceability of any indemnification or contribution provision may be limited by under the exercise federal and state securities laws; and (c) that the remedy of judicial specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion in applying principles of equitythe court before which any proceeding therefor may be brought.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the NoteSecurity Documents, and the Warrant, Grid Note 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 Note, Security Documents and the Warrant Grid Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Grid Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Grid Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have Agreement has been duly executed and delivered by the Company by its authorized representativeCompany, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note, 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 Security Documents and the Grid Note, the Warrant, and each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws of general application affecting enforcement of creditors’ rights generally generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as indemnification and contribution provisions may be limited by the exercise of judicial discretion in applying principles of equityapplicable law.

Authorization; Enforcement. (i) The Company Maker has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, 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 thereof; hereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Note and the other instruments documents executed in connection herewith or therewith and bind the Company Maker accordingly; , and (iv) this Agreement Note constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, Maker enforceable against the Company Maker in accordance with their its terms. Further, except as enforcement may be limited by bankruptcywhen it becomes able to do so upon the effective amendment of its Articles of Incorporation, insolvencythe 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, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by further to provide the exercise transfer agent with a copy of judicial discretion in applying principles the resolution authorizing the reservation of equitythe 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 NoteNotes, the WarrantSecurity Agreement, the Pledge Agreement, the Escrow Agreement, the Transfer Agent Letters (as defined below) and each of the other agreements, documents and instruments expressly contemplated by this Agreement or otherwise relating to 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 thereof; thereof (collectively, the “Transaction Documents”), (ii) the execution and delivery of this Agreement, the Note, and the Warrant Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and Notes, the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrantthereof) 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, its shareholders, or its debt holders shareholders is required; , (iii) this Agreement, each of the Note, and the Warrant, (together with any other instruments executed in connection herewith or therewith) have 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, the Note, the Warrant, Agreement and the other instruments documents Transaction 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 Note, the Warrant, and each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the NoteRegistration Rights Agreement and the Escrow Agreement, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Debentures and the Registrable Securities in accordance with the terms hereof hereof, and thereof; to perform its obligations under the Debentures and the Warrants in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of this Agreement, the Note, Registration Rights Agreement and the Warrant Escrow Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the Warrant) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders stockholders is required; , (iii) this Agreement, the NoteRegistration Rights Agreement, the Escrow Agreement and, on the date of the Closing, the Debentures and the WarrantWarrants sold at such Closing, (together with any other instruments executed in connection herewith or therewith) have been duly and validly authorized, executed and delivered by the Company Company, (iv) the Debentures and the Warrants have been duly authorized by its authorized representativethe Company's Board of Directors to be issued and sold, to the extent such authorization is necessary under the Company's By-laws (defined below) or applicable law, and such authorized representative is the true and official representative with authority to sign (v) this Agreement, the Note, the Warrant, Registration Rights Agreement and the other instruments documents executed in connection herewith or therewith and bind Escrow Agreement constitute the Company accordingly; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws affecting relating to, or affecting, generally, the enforcement of creditors’ ' rights generally and except as may be limited remedies or by the exercise of judicial discretion in applying other equitable principles of equitygeneral application. The Company (and its legal counsel) has examined this Agreement and is satisfied in its sole discretion that this Agreement and the accompanying Exhibits, Schedules and the Addenda, if any, are in accordance with Regulation D and are effective to accomplish the purposes set forth herein and therein.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Note, Note and the Warrant Commitment Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the WarrantCommitment Shares, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise of the WarrantNote) 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 debt holders is required; (iii) this Agreement, the Note, and the Warrant, Commitment 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, the Note, the Warrant, Commitment 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 NoteNote and the Commitment Shares, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, the 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 Warrant, the Note, Conversion Shares, and the Warrant Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note or and/or exercise of 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 debt holders is required; , (iii) this Agreement, the Note, Agreement and the Warrant, 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, the Note, the Warrant, 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 Note, the Warrant, and each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as enforcement such enforceability may be limited by general principals of equity, or to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equityremedies.