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 Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debenture and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debenture and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debenture and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debenture and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar rights affecting or relating to creditors' rights generally and general principles of equity.

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

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

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

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

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company has and Subsidiaries have all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, . The Company represents and warrants that (iii) the execution and delivery of this Agreementthe Transaction Documents, the Registration Rights AgreementWarrants, the Notes Note, Conversion Shares, and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or of the Note and/or exercise thereofof the Warrants) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iiii) this Agreement has the Transaction Documents (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company and Subsidiaries by its authorized representativerepresentatives, and such authorized representative is representatives are the true and official representative with authority to sign this Agreement the Transaction Documents and the other instruments documents executed in connection herewith or therewith and bind the Company and Subsidiaries accordingly, and (iviii) this Agreement constitutesthe Transaction Documents constitute, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsSubsidiaries as applicable, each of such instruments will constitute, a legal, valid and binding obligation of the Company and Subsidiaries, enforceable against the Company and Subsidiaries in accordance with its their terms.

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

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

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their respective terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company's stockholders (including, without limitation, any consent under Rule 4350(i) of the National Association of Securities Dealers, Inc.).

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms, and (v) the Company represents and warrants that the Shareholder Approval (as defined in this Agreement) was obtained on December 19, 2024, and that such Shareholder Approval is effective pursuant to the rules promulgated under the 1934 Act.

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares Shares, and Warrant Shares (as defined in the Warrant) issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes Warrant, and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.. SPA – PRLX, T1, 2019-02-27

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, subject to the requirement that the Company amend its Certificate of Incorporation to increase its authorized common stock in an amount sufficient to reserve the Conversion Shares and the Warrant Shares (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofthereof upon amendment to the Company’s Certificate of Incorporation increasing the authorized common stock ) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders (other than as may be required under Nasdaq Marketplace Rule 4350) is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

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

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debentures and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Statement of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its any committee of the Board of Directors or, except as set forth on SCHEDULE 3(B), the Company's shareholders is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation and thereofto issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants, except as described in Section 3(c) below; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Stock and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is requiredrequired subject to the consents and obligations set forth in Section 3(c) below, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Preferred Stock and Warrants in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Stock and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or its shareholders stockholders is required, required and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Preferred Stock and Warrants or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company’s stockholders.

Authorization; Enforcement. (i) The Company IR has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, and the Registration Rights AgreementAgreements, to issue and sell the Notes Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, to issue the Warrant Shares in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company IR and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the reservation for issuance and issuance of the Notes Shares and the Warrants and the issuance and reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s IR's Board of Directors and no further consent or authorization of the CompanyIR, its Board of Directors, Directors or its shareholders is required, ; (iii) this Agreement has and the Warrants have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, IR; and (iv) this Agreement constitutesand the Warrants constitute, and and, upon execution and delivery by IR and the Company other parties thereto to the extent required of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company IR enforceable against the Company IR in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement and the Escrow Agreement, to issue and sell the Notes and Preferred Shares, the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, Registrable Securities in accordance with the terms hereof hereof, and thereofto perform its obligations under the Series D Articles and the Series E Articles in accordance with the requirements of the same, (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Escrow Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representativeAgreement, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Escrow Agreement and, on the date of the applicable Closing, the Preferred Shares and Warrants sold at such Closing, have been duly and validly authorized, executed and delivered by the Company, (iv) the Series D Articles and the WarrantsSeries E Articles have been duly authorized by the Company's Board of Directors to be filed with the Secretary of State for the State of Delaware, each and the Series D Articles and the Series E Articles will be filed with the Secretary of such instruments will constitute, a legal, valid and binding obligation State for the State of Delaware prior to the date of the Company enforceable against the Company in accordance with its terms.First Closing,

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

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof and hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their respective terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units or the issuance or reservation for issuance of the Conversion Shares) requires any consent or authorization of the Company's stockholders (including, without limitation, any consent under Rule 4350(i) of the National Association of Securities Dealers, Inc.).

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Preferred Shares and Warrants in accordance with the terms hereof hereof, and thereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes Preferred Shares and the Warrants Warrant Shares and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors or an authorized subcommittee thereof and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, required (under Section 713 of the Rules of The American Stock Exchange ("AMEX") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, Agreement and the Registration Rights AgreementAgreement by the Company, the Notes and filing of the Warrants by the Company Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of or exercise thereofotherwise pursuant to the Preferred Shares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrantsexecution and filing of the Certificate of Designation, each of of, such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of specific performance or other equitable remedies.

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Security Agreement, the Notes Debenture and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Security Agreement, the Notes Debenture and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debenture and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debenture and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Security Agreement, the Notes Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

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

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

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby Warrants, and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of or Directors, or its shareholders stockholders is required, except, in the case of the transactions to be consummated at the Second Closing, stockholder approval of an increase in the authorized number of shares of Common Stock of the Company, as contemplated by Section 6(b) and 7(b) below, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.Registration

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

Authorization; Enforcement. (i) The Each of the Company and E-Stamp has all requisite corporate power and authority to enter into and perform this Agreement, Agreement and the E-Stamp Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereofthereby, (ii) the execution and delivery of this Agreement, Agreement and the E-Stamp Registration Rights Agreement, the Notes and the Warrants Agreement by each of the Company and E-Stamp and the consummation by it each of them of the transactions contemplated hereby and thereby (including including, without limitation, the issuance by E-Stamp of the Notes and E-Stamp Shares to RGC pursuant to the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofMerger Agreement) have been duly authorized by the Company’s Board their respective Boards of Directors Directors, and no further consent or authorization of the Company or E-Stamp or their respective Boards of Directors or stockholders is required (subject only to the approval of the issuance of the Company Shares to RGC by the Company, its Board 's stockholders and approval of Directors, or its shareholders is requiredthe Merger by the stockholders of the Company and E-Stamp), (iii) this Agreement has and the E-Stamp 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 and the other documents executed in connection herewith and bind the Company accordinglyE-Stamp, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the E-Stamp Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a Agreement constitute legal, valid and binding obligation obligations of each of the Company and E-Stamp, enforceable against the Company each of them in accordance with its their respective terms.

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

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

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

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

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

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

Authorization; Enforcement. (i) The Company Maker has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note and to consummate the transactions contemplated hereby and thereby and shall use its best efforts to effect an amendment to its Articles of Incorporation allowing it to issue the Securitiesup to One Hundred and fifty (150,000,000) Million shares of Common Stock, in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Maker's Board of Directors and no further consent or authorization of the CompanyMaker, its Board of Directors, or its shareholders is required, (iii) this Agreement Note has been duly executed and delivered by the Company Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Note and the other documents executed in connection herewith and bind the Company Maker accordingly, and (iv) this Agreement Note constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Maker enforceable against the Company Maker in accordance with its termste1ms. Further, when it becomes able to do so upon the effective amendment of its Articles of Incorporation, the Board of Directors agrees to make a resolution regarding reserving ninety million (90,000,000) shares of common stock of the Company, and further to provide the transfer agent with a copy of the resolution authorizing the reservation of the shares and directing them to do so.

Authorization; Enforcement. (i) The Company has all requisite full corporate power and authority to enter into execute and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) deliver this Agreement has been duly and each certificate and other instrument required to be executed and delivered by the Company by pursuant hereto and to perform its authorized representativeobligations under, and consummate the transactions contemplated by, this Agreement, in particular to issue any Shares hereunder, and each such certificate or other instrument required to be executed and delivered by the Company pursuant hereto. The execution, delivery and performance of this Agreement have been, and the consummation of the transactions contemplated hereby (including the issuance of the Shares hereunder) will have been, by the Company have been duly and validly authorized representative is by all necessary corporate action on the true part of the Company. None of the execution, delivery and official representative with authority to sign performance of this Agreement and the each certificate and other documents instrument required to be executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery delivered by the Company pursuant to this Agreement, and the consummation of the Registration Rights Agreementtransactions contemplated hereby, by the Notes and Company requires any authorization, vote or other approval of the Warrants, each of such instruments will constitute, a legal, valid and binding obligation shareholders of the Company enforceable against pursuant to the Constituent Documents of the Company or applicable Law. The resolution of the Company’s general meeting to create Authorized Capital 2024/II, on the basis of which new shares are being issued hereunder, has been adopted in accordance with its termsthe Constituent Documents of the Company and applicable Law, is not subject to any actions for rescission or annulment, and the implementation of any capital increase is not subject to any actions for injunctive relief or declaratory relief or other legal remedies.

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

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants ) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

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

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