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 Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement dated the date hereof (collectively, the "Transaction Documents"), 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 Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the Company. Each Transaction 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. The Securities have been duly and validly authorized for issuance by the Company 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.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to perform its obligations under the Debentures and the Warrants and to enter into this Agreement, the Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement dated the date hereof Documents (collectively, the "Transaction Documents"), as hereinafter defined) 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 Transaction Documents, Documents and the consummation by the Company of the transactions contemplated hereby and thereby, has thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. Each Transaction of the Documents has been duly and validly executed and delivered by the Company and each 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 generallygenerally and except 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 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. For purposes of this Agreement, the term "Documents" means (i) this Agreement; (ii) the Registration Rights Agreement; (iii) the Debentures; and (iv) the Warrants.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement dated of even date herewith between the date hereof Company and Buyer, a copy of which is annexed hereto as ANNEX III (collectively, the "Transaction DocumentsRegistration Rights Agreement"), ) and the Escrow Instructions and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the SecuritiesDebentures and the Common Stock issuable upon conversion thereof). The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, the Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation agreement 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. The Securities Debentures and the Warrants have been duly and validly authorized for issuance by the Company 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.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Amendment, the Fourth Allonge to Secured Promissory Note, Agreement and Amendment No. 1 to Registration Rights Agreement dated the date hereof (collectively, the "Transaction Documents"), Loan Documents 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 Transaction Documents, Agreement and Loan Documents and the consummation by the Company of the transactions contemplated hereby and thereby, has thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. Each Transaction Document The Agreement has been duly and validly executed and delivered by the Company and 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 generallygenerally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities Loan Documents have been duly and validly authorized for issuance execution by the Company 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.

Authority; Validity and Enforceability. The Company IFT has the requisite corporate power and authority to enter into this Agreement, Agreement and the Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement to be dated the date hereof and delivered at Closing as referred to in Section VIII.F (collectively, the "Transaction Documents"), and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer the Holders of the SecuritiesCommon Stock). The execution, delivery and performance by the Company IFT of this Agreement, the Transaction Documents, and the consummation by the Company IFT of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the CompanyIFT. Each Transaction Document constitutes a valid and binding obligation of the Company IFT 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. The Securities have Common Stock has been duly and validly authorized for issuance by the Company IFT and, when executed and delivered by the CompanyIFT, will be valid and binding obligations of the Company IFT 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.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, Agreement and the Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement dated of even date herewith between the date hereof Company and Buyer, a copy of which is annexed hereto as Annex III (collectively, the "Transaction DocumentsRegistration Rights Agreement"), ) and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the SecuritiesDebentures and the Common Stock issuable upon conversion thereof). The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, the Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation agreement 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. The Securities Debentures have been duly and validly authorized for issuance by the Company 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.

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to enter into this Agreement, the Amendment, the Fourth Allonge to Secured Promissory Note, and Amendment No. 1 to Registration Rights Agreement dated of even date herewith between the date hereof Company and Buyer, a copy of which is annexed hereto as Annex III (collectively, the "Transaction DocumentsRegistration Rights Agreement"), ) and the Joint Escrow Instructions and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the SecuritiesDebentures and the Common Stock issuable upon conversion thereof). The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, the Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation agreement 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. The Securities Debentures have been duly and validly authorized for issuance by the Company 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.