Common use of Authority; Validity and Enforceability Clause in Contracts

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent filing, consent, or authorization is required by the Company, its board of the Company directors, or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesstockholders. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Debenture; and general equitable principles(iii) the Promissory Note.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesHolder; (iii) the Debenture; and (iv) the Warrant.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreementfile, and perform its obligations under, the Certificate of Designations, Designation and to enter into the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto Documents (as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company, and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent filing, consent, or authorization is required by the Company, its board of the Company directors, or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesstockholders. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Debenture; (iii) the Promissory Note; and general equitable principles(iv) the Stock Pledge Agreement dated as of the date hereof between the Holder and the parties listed on the signature pages thereto (the “Stock Pledge Agreement”).

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Certificate of Designation; (iv) the Warrants; and (v)

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesBuyer, (iii) the Debenture; and (iv) the Conversion Warrant.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Minnesota Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Minnesota Secretary of State's office by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsAmendment and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Amendment with the New Jersey Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly validly executed and delivered by the Company and the Certificate of Amendment has been duly filed with the New Jersey Secretary of State's office by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' , rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit E (the "Registration Rights Agreement"); (iii) the Warrants; and (iv) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents (as defined below) has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company, and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Warrants; (iv) the Certificate of Designation; and (v)

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Debenture Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent filing, consent, or authorization of is required by the Company Company, its officers, or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesDirector. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Debenture; and general equitable principles(iii) the Security Agreement (as hereinafter defined).

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to file and perform its obligations under the Stock Purchase Agreement and to enter into this Agreementthe Documents (as hereinafter defined), the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred StockEquity, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has have been duly authorized by all necessary corporate action on the part of the Company. The Company has duly and no further consent or authorization validly executed each of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesDocuments. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Equity, (iii) the Registration Rights Agreement of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit B (the "Registration Rights Agreement"); and (iv)

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreementfile, and perform its obligations under, the Certificate of Designations, Designation and to enter into the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto Documents (as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Nevada Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Nevada Secretary of State's office by the Company, and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesBuyer, (iii) the Debenture; and (iv) the Conversion Warrant.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Minnesota Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has have been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Minnesota Secretary of State's office by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; and (iv) the Warrants.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the Redemption Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company Company, the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company, and each instrument constitutes a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Certificate of Designation; (iv) the Warrants; and (v)

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants Documents and to perform all of its obligations hereunder and thereunder (including including, without limitation, the issuance, sale and delivery to the Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the reservation for issuance and reservation for issuance of the Conversion Shares and Warrant the Interest Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Debenture and general equitable principles(iii) the Registration Rights Agreement.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to file and perform its obligations under the Certificate of Designations and to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation the filing of the Certificate of Designations, the issuance of the Preferred Stock, the Shares and Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and the Certificate of Designations has been duly filed by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to file and perform its obligations under the Certificate of Designations and to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") , the Warrants and the Warrants Escrow Instructions and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of DesignationsEscrow Instructions, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation the filing of the Certificate of Designations, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of DesignationsEscrow Instructions, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and the Certificate of Designations has been duly filed by the company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Buyers of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debentures and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has shares of Common Stock in connection therewith) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Debentures; (iii) the Warrants and general equitable principles.(iv) the Registration Rights Agreement in substantially the form attached hereto as Exhibit E.

Authority; Validity and Enforceability. The Company (a) Seller has the corporate power and authority to (a) own, operate and lease the Purchased Assets as and where currently owned, operated and leased and (b) carry on the Business as currently conducted. Subject to obtaining the Shareholder Approval, Seller has the requisite corporate power and authority to enter into execute, deliver and perform fully its respective obligations under this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities)other Transaction Documents. The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights This Agreement has been duly validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Purchaser, represents the Company and each instrument constitutes a legal, valid and binding obligation of the Company Seller, enforceable against it Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, liquidation, fraudulent conveyance and other similar laws Laws and principles of equity affecting creditors' ’ rights and remedies generally and general equitable principlesgenerally. The Securities have When each other Transaction Document to which Seller is or will be a party has been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by Seller, assuming due authorization, execution and delivery by Purchaser, such Transaction Document shall represent the Companylegal, will be valid and binding obligations obligation of the Company Seller, enforceable against it Seller in accordance with their its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, liquidation, fraudulent conveyance and other similar laws Laws and principles of equity affecting creditors' ’ rights and remedies generally generally. Other than the obtainment of Shareholder Approval, no further action on the part of Seller is or will be required in connection with the transactions contemplated by this Agreement or by the other Transaction Documents. The Board of Directors of Seller, by resolutions duly adopted by unanimous vote at a meeting of all directors of Seller duly called and general equitable principlesheld, and not subsequently rescinded or modified in any way, has (i) declared this Agreement and the transactions contemplated hereby advisable, fair to and in the best interests of Seller and its stockholder(s), (ii) approved this Agreement and the transactions contemplated hereby in accordance with applicable Laws, and (iii) in the case of Parent, directed the approval of this Agreement and the transactions contemplated hereby be submitted to its stockholders for consideration and recommending that its stockholders vote to approve this Agreement and the transactions contemplated hereby in accordance with applicable Law and Parent’s Certificate of Incorporation and Bylaws. (b) No “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination,” or other similar anti-takeover statute or regulation enacted under any federal, state, local, or foreign laws applicable to Seller is applicable to this Agreement or the transactions contemplated by this Agreement.

Authority; Validity and Enforceability. The Company Each of Buyer and Tadeo, to the extent it is x xxxnatory, has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, Registration Agreement and the Registration Rights Pledge Security Agreement of even date herewith between the Company and Company, the Buyer, the Rubin Family Irrevocable Stxxx Xrust (the "Rubin Trust"), a copy of which is whxxx xs annexed hereto as Annex IV II (the "Registration Rights Pledge Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by each of Tadeo and Buyer, to the Company extxxx xt is a signatory of this Agreement, the Certificate of Designations, the Warrants Registration Agreement and the Registration Rights Pledge Agreement, and the consummation by the Company each of Buyer and Tadeo of the transactions contemplated cxxxxxplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company each of Buyer and no further consent or authorization of the Company or its Board of Directors or stockholders is requiredTadeo, except to the extent stockholder approval is required under NASDAQ rulesrespectively. Each of this ox xxxs Agreement, the Certificate of Designations, the Warrants Registration Agreement and the Registration Rights Pledge Agreement has been duly validly executed and delivered by each of Buyer and Tadeo, to the Company extent it is x xxxnatory, and each such instrument constitutes a valid and binding obligation of the Company each of Buyer and Tadeo enforceable against it in ix xx accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities Tadeo Exchange Shares have been xxxx duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesTadeo.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of DesignationsAmendment, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of DesignationsAmendment, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of DesignationsAmendment, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has have been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreementfile, and perform its obligations under, the Certificate of Designations, Designation and to enter into the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto Documents (as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Texas Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Texas Secretary of State's office by the Company, and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principles.Holder; and (iii) the Debenture. ___________________ Initials ____________________ Initials

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all xxxxx necessary corporate action on the part of the Company and no further consent filing, consent, or authorization is required by the Company, its board of the Company directors, or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesstockholders. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Debenture; (iii) the Promissory Note; and general equitable principles(iv) the Stock Pledge Agreement dated as of the date hereof between the Holder and the parties listed on the signature pages thereto (the “Stock Pledge Agreement”).

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principles.Holder; (iii) the Debenture; and (iv) the Warrant. _______ _______ Initials Initials

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, Debenture and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement, including schedules; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesBuyer substantially in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), (iii) the Debenture substantially in the form attached hereto as Exhibit A; and (iv) the Warrant, substantially in the form attached hereto as Exhibit B. Validity of Issuance of the Securities. The Securities will be validly issued and outstanding, fully paid and nonassessable, and not subject to any preemptive rights, rights of first refusal, tag-along rights, drag-along rights or other similar rights. Non-contravention. The execution and delivery by the Company of the Documents, the issuance of the Securities, and the consummation by the Company of the other transactions contemplated hereby and thereby do not, and compliance with the provisions of this Agreement and other Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (as such term is hereinafter defined) upon any of the properties or assets of the Company or any of its Subsidiaries (as such term is defined in the Debenture) under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to (i) the Articles or Certificate of Incorporation or By-Laws of the Company or the comparable charter or organizational documents of any of its Subsidiaries, in each case as amended to the date of this Agreement, (ii) any loan or credit agreement, debenture, bond, mortgage, indenture, lease, contract or other agreement, instrument or permit applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) any Law (as such term is hereinafter defined) applicable to, or any judgment, decree or order of any court or government body having jurisdiction over, the Company or any of its Subsidiaries or any of their respective properties or assets.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principles.Holder; (iii) the Debenture; and (iv) the Warrant. E.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Nevada Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has have been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Nevada Secretary of State's office by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally generally. For purposes of this Agreement, the term “Documents” means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesHolder; and (iii) the Debenture.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to file and perform its obligations under the Series A Preferred Certificate of Designation, and either the Series A-1 Certificate of Designation and the Series A-1-A Certificate of Designation and to enter into this Agreement, the Certificate of DesignationsLetter Agreement, the Registration Rights Agreement of even date herewith between New 375,000 Share Warrant and the Company and Buyer250,000 Share Warrant (collectively, a copy of which is annexed hereto as Annex IV (the "Registration Rights AgreementDocuments") and the Warrants ), and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities)thereunder. The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the applicable certificate of designation with the Office of the Secretary of State of the State of Delaware and the issuance of the Preferred Stock, securities pursuant to the Warrants and the issuance and reservation for issuance terms of the Conversion Shares and Warrant SharesDocuments), has have been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement and the Letter Agreement has been duly and validly executed and delivered by the Company and, at or prior to the Merger Closing or the Exchange Closing, as the case may be, the applicable certificate of designation will have been duly executed by the Company and no further consent or authorization filed with the Office of the Company or its Board Secretary of Directors or stockholders is required, except to State of the extent stockholder approval is required under NASDAQ rulesState of Delaware by the Company. Each of this Agreement, the Letter Agreement and the Series A Certificate of DesignationsDesignation constitutes, and upon execution and delivery and filing thereof with the Warrants and Secretary of State of the Registration Rights Agreement has been duly validly executed and delivered by State of Delaware the Company and each instrument constitutes a Series A-1 Certificate of Designation or the Series A-1-A Certificate of Designation, as the case may be, will constitute, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities securities to be issued pursuant to the Documents (the "Securities") have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsAmendment and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Amendment with the New York Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents (as defined below) has been duly validly executed and delivered by the Company and the Certificate of Amendment has been duly filed with the New York Secretary of State's office by the Company, and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesgenerally. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as EXHIBIT D (the "Registration Rights Agreement"); (iii) the Warrants; (iv) the Certificate of Amendment; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreementfile, and perform its obligations under, the Certificate of Designations, Designation and to enter into the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto Documents (as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale issuance and delivery to Buyer Holder of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the New York Secretary of State's office, the issuance of the Preferred Stock, the Warrants Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with New York Secretary of State's office by the Company, and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesHolder, a copy of which is annexed hereto as Exhibit B (the "Registration Rights Agreement"); and (iii) the Certificate of Designation.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit B (the "Registration Rights Agreement"); (iii) the Debenture, and (iv) the Warrants.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which Documents (as such term is annexed hereto as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock, the Warrants Debenture and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement dated as of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit B (the "Registration Rights Agreement"); (iii) the Debenture, and (iv) the Put and Call Agreement. E.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreementfile, and perform its obligations under, the Certificate of Designations, Designation and to enter into the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto Documents (as Annex IV (the "Registration Rights Agreement"hereinafter defined) and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred Stock, Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares), has ) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company and the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company, and each instrument Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principlesBuyer, a copy of which is annexed hereto as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"); (iii) the Certificate of Designation; (iv) the Warrants; and (v) the Escrow Instructions.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, file and perform its obligations under the Certificate of DesignationsDesignation and to enter into the Documents (as hereinafter defined), the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights AgreementDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the filing of the Certificate of Designation with the Delaware Secretary of State's office, the issuance of the Preferred StockShares, the Warrants and the Redemption Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rulesCompany. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement Documents has been duly and validly executed and delivered by the Company Company, the Certificate of Designation has been duly filed with the Delaware Secretary of State's office by the Company, and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principlesexcept as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement of even date herewith between the Company and general equitable principles.Buyer, a copy of which is annexed hereto as Exhibit D (the "Registration Rights Agreement"); (iii) the Certificate of Designation; (iv) the Warrants; and (v)