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 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 of the Company is required to be obtained by the Company for the issuance and sale exchange of the Securities Series B Preferred 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 for 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 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, 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 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 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 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 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 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 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 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 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 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, 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, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market body 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 Shares as contemplated by this Stock Purchase 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 obtainedobtained or that may be needed to increase the authorized shares of Company.

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, 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, 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 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 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 of the Company is required to be obtained by the Company for the issuance and sale of the Securities Warrants to the Buyer G▇▇▇▇▇ 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 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 of the Company third party 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 for notices and filings with the Nasdaq National Market and such other 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 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, consent or approval or consent of any court, governmental body, regulatory agency, self-regulatory organizationof, or stock exchange registration or market filing with, any governmental authority or the stockholders of the Company any other person is required to be obtained or made by the Company for or the issuance and sale Shareholders in connection with the execution, delivery or performance of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtainedincluding the sale to Purchaser of the shares of Company Stock being purchased by Purchaser hereunder.

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 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, 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 Secured Note 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 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, 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 obtained.obtained by the Company prior to the date hereof. 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 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 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 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 entry into or the performance of this Agreement and sale of the Securities to the Buyer as contemplated by this Agreementother Primary Agreements, except such authorizations, approvals and consents that have been obtainedobtained or will be obtained before the Closing Date or the date of any Additional Closing, as applicable.

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 ofthe 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 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-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 Shares 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 shareholders of the Company is required to be obtained by the Company for (i) the issuance and sale of the Securities to Preferred Shares, and the Buyer issuance of the Warrants, as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained(ii) the issuance of Common Shares on conversion of the Preferred Shares 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 Note to the Buyer as contemplated by this AgreementAgreement or entry into the Pledge Agreement by the Company, 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 (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, 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 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 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, 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 transactions 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 Shares to such Purchasers and the Buyer investing groups 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 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 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 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 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 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 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 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 the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals other than (1) approval of the listing of the Common 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 Note and the 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, 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 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 Common Stock to the Buyer P▇▇▇▇▇ 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 shareholders of the Company is required to be obtained by the Company for (i) the issuance and sale of the Securities to Preferred Shares and Option Shares, and the Buyer issuance of the Warrants and the Additional Warrants, as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained(ii) the issuance of Common Shares on conversion of the Preferred Shares and Option Shares or exercise of the Warrants and the Additional Warrants.

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. 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 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 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 the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.Securities

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, The Nasdaq Stock Market, or other 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 Warrants to the Buyer as contemplated by this Agreement, except such authorizations, approvals 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 P▇▇▇▇▇ 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 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 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 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 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 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 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 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, 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 obtainedobtained by the Company prior to the date hereof, and (ii) all necessary consents regarding registration of the Securities.

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 With the exception of Shareholder Approval, 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 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 payment of the Securities to Redemption Amount or the Buyer issuance of Redemption Warrant as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.