Common use of Approvals Clause in Contracts

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Holder as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance entry into or the performance of this Agreement and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedother Primary Documents.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Exchange as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except for such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Preferred Shares or the Warrants (or the Conversion Shares, the Dividend Shares or Warrant Shares) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained or that are contemplated by this Agreement to be obtained on a date after the date hereof.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Preferred Shares or the Warrants (and the Conversion Shares and Warrant Shares) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Shares to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except for approval by the shareholders of the Company holding a majority of the outstanding shares of Common Stock on the relevant record date of the Certificate of Incorporation Amendment and such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except approval by the shareholders of the Company holding a majority of the outstanding shares of Common Stock on the relevant record date of the Certificate of Incorporation Amendment and such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any courtthird party or entity, including, without limitation, any court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Shares to the Buyer Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Investor as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale exchange of the Securities New Warrant to the Buyer Securityholder as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Note to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained, or such authorizations, approvals and consents, the failure of which to obtain would not have a Material Adverse Affect.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Equity or the Warrants (and Warrant Shares) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained or that may be needed to increase the authorized shares of Company.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Shares or the Warrants to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained and except as contemplated in Section 4(s) of this Agreement.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Debentures (and the Common Stock issuable upon conversion thereof) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Preferred Stock and the Warrants (and the Conversion Shares and Warrant Shares) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Shareholders of the Company is required to be obtained by the Company for the issuance entry into or the performance of this Agreement and sale of the Securities to the Buyer as contemplated by this Agreementother Primary Documents, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Preferred Stock to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained, or such authorizations, approvals and consents, the failure of which to obtain would not have a Material Adverse Effect.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Warrants to the Buyer Gxxxxx as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of any of the Company Purchaser is required to be obtained by the Company Purchaser for the issuance entry into or the performance of this Agreement and sale of the Securities to the Buyer as contemplated by this Agreementother Primary Documents, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale exchange of the Securities Common Stock to the Buyer Noteholder as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for (i) the issuance and sale of the Securities to Note and the Buyer issuance of the Warrant as contemplated by this Agreement, and (ii) the issuance of shares upon exercise or conversion of the Warrant, except such authorizations, approvals and consents that have been obtainedfor the filing of one or more Notice of Sale on Form D with respect to the Securities as required under Regulation D under the Securities Act.

Approvals. No Except as provided in ANNEX V hereto, no authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, authority or stock exchange or market or the stockholders of the Company any other person is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Holder as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities Preferred Shares or the Warrants (and the Redemption Warrants, the Conversion Shares and Warrant Shares) to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except (i) such authorizations, approvals and consents that as have been obtained.obtained by the Company prior to the date hereof, and (ii) all necessary consents regarding registration of the Securities. H.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchaser as contemplated by this Agreement, except such authorizationsother than the filing of the listing of additional securities with the Principal Market, approvals a Form D with the SEC and consents that have been obtainedany other filings as may be required by any state securities agencies (collectively, the “Required Approvals”).

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this AgreementAgreement and the Note, except such authorizations, approvals other than (1) approval of the listing of the Shares by the AMEX and consents that have been obtained(2) the requirements of any applicable blue sky laws.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals Agreement and consents that have been obtainedthe Note.

Approvals. No authorization, approval or consent of of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for in connection with the execution, delivery and performance of this Agreement, the Security Agreement, the Note and the Debenture and the issuance and sale of the Securities to the Buyer as contemplated by this AgreementAgreement and the terms of the Note, except such authorizations, approvals and consents that have been obtained.other than (1) listing of the Shares

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained and the approval or waiver contemplated by Section 4(g) hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Note to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or of the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Shares to the Buyer Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-self- regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.;

Approvals. No Except for the Company obtaining shareholder approval to increase its authorized common stock, no authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or of any stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.;

Approvals. (i) No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-self regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale exchange of the Securities Common Stock and the New Warrant to the Buyer Securityholder as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to Shares and the Buyer Warrants as contemplated by this Agreement, except such authorizations, approvals the terms of the Preferred Stock and consents that have been obtainedthe Warrants.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this ----------- ----------- Initials 4 Initials Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof and any filings required under the federal or state securities laws.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale exchange of the Securities Common Stock to the Buyer Securityholder as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders membership interest holders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchasers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No Except as provided in Annex V hereto, no authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for (1) the issuance and sale of the Securities to the Buyer Preferred Shares and Warrants as contemplated co emplated by this Agreement, except such authorizations, approvals Agreement and consents that have been obtained(2) the issuance of Common Shares on conversion of the Preferred Shares and/or exercise of the Warrants.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Shares and Warrant to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained or for which the failure to obtain such would not, individually or in the aggregate, have a Material Adverse Effect.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company and/or MHII for the issuance and sale of the Securities to the Buyer Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale or transfer of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of --------- any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance entry into or the performance of this Agreement and sale of the Securities to the Buyer as contemplated by this Agreementother Transaction Documents, except such authorizations, approvals and consents that have been obtained, copies of which have been furnished to the Investor.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchasers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained, or such authorizations, approvals and consents, the failure of which to obtain would not have a Material Adverse Affect.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company Buyer for the issuance and sale of the Securities Consideration Shares to the Buyer Company as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.. -5- NEXT PAGE

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for (1) the issuance and sale of the Securities to the Buyer Preferred Shares and Warrants as contemplated by this Agreement, except such authorizations, approvals Agreement and consents that have been obtained(2) the issuance of Common Shares on conversion of the Preferred Shares and/or exercise of the Warrants.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Notes and the Warrants to the Buyer Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lenders as contemplated by this Agreement, except for approval by the shareholders of the Company holding a majority of the outstanding shares of Common Stock on the relevant record date of the Certificate of Incorporation Amendment and such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Series A-1 Preferred Stock as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval approval, or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is are required to be obtained by the Company for the issuance and sale entry into or the performance of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedTransaction Documents.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Preferred Stock to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Preferred Stock to the Buyer Pinnacle as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.. (g)

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company Purchaser is required to be obtained by the Company Purchaser for the issuance and sale of the Securities common shares to the Buyer Company as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of of, or notice to, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of Convertible Shares upon exercise of the Securities to the Buyer as contemplated by conversion rights provided in this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No To the Company's knowledge, no authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Lender as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained or for which the failure to obtain such would not, individually or in the aggregate, have a Material Adverse Effect.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company any Shareholder for the issuance and sale entry into or the performance of this Agreement by the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedShareholders.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, or self-regulatory organization, or stock exchange or market or the stockholders of the Company organization is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for (1) the issuance and sale of the Securities to the Buyer Preferred Shares as contemplated by this Agreement, except such authorizations, approvals Agreement and consents that have been obtained(2) the issuance of Common Shares on conversion of the Preferred Shares.

Approvals. No authorization, approval or consent of any court, court or public or governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company authority is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that as have been obtainedobtained by the Company prior to the date hereof.

Approvals. No authorization, approval or consent of any court, --------- governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders Stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for the issuance and sale execution or delivery by the Company of this Agreement or the consummation of the Securities to transactions contemplated hereby, including, without limitation, the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedRepurchase.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for (1) the issuance and sale of the Securities to the Buyer Preferred Shares as contemplated by this Agreement, except such authorizations, approvals (2) the issuance of Common Shares and consents that have been obtainedWarrants on exercise of the Preferred Shares and (3) the issuance of Common Shares on exercise of the Warrants.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer Purchasers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedobtained and have been provided as part of this agreement.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders shareholder of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Preferred Stock to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities Note and the Warrant to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.